UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Enliven Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. On June 9, 2026, following stockholder approval, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, which amendment was effective as of the date of filing. Specifically, the Certificate of Amendment amended the first three paragraphs of Article FOURTH of the Amended and Restated Certificate of Incorporation, as amended, to read as follows:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of
| (i) | 200,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and |
| (ii) | 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).” |
The summary above is wholly qualified by the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information set forth in Item 5.03 above is incorporated by reference herein. The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below.
Proposal 1: Election of Two Class III Directors
Name of Director |
For | Withheld | Broker Non-Votes | |||||||||
Richard Fair, M.B.A. |
50,534,439 | 152,188 | 5,452,158 | |||||||||
Lori Kunkel, M.D. |
32,788,330 | 17,898,297 | 5,452,158 | |||||||||
Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
For |
Against |
Abstain |
Broker Non-Votes | |||
| 56,119,493 | 795 | 18,497 | 0 |
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation, as Amended, to Increase the Company’s Authorized Shares of Common Stock from 100,000,000 Shares to 200,000,000 Shares
For |
Against |
Abstain |
Broker Non-Votes | |||
| 54,711,846 | 373,215 | 1,053,724 | 0 |
The stockholders approved the amendment to the Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.
Proposal 4: Approval, in an Advisory (Non-binding) Vote, the Compensation of the Company’s Named Executive Officers as Disclosed in the Proxy Statement
For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,572,153 | 3,093,447 | 21,027 | 5,452,158 |
The stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
Proposal 5: Approval, in an Advisory (Non-Binding) Vote, of the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 49,028,648 | 1,048,220 | 591,775 | 17,984 | 5,452,158 |
The stockholders approved, in an advisory (non-binding) vote, for the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers to be held every one year. In accordance with the recommendation of the Company’s board of directors and the voting results of the Company’s stockholders on this non-binding, advisory vote, the Company will hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers on an annual basis. The next required non-binding, advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than the Company’s annual meeting of stockholders in 2032.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as Amended, of Enliven Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Enliven Therapeutics, Inc. | ||||||
| Date: June 9, 2026 | By: | /s/ Richard Fair | ||||
| Name: | Richard Fair | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION OF ENLIVEN THERAPEUTICS, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Enliven Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
| 1. | The name of the Corporation is Enliven Therapeutics, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 26, 2016 under the name IMARA Inc. |
| 2. | This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the applicable provisions of Section 242 of the Delaware General Corporation Law of the State of Delaware, by the Board of Directors and the stockholders of the Corporation. |
| 3. | The first three paragraphs of Article FOURTH of the Corporation’s certificate of incorporation are hereby amended and restated in their entirety to read as follows: |
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of
| (i) | 200,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and |
| (ii) | 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).” |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation on June 9, 2026.
| By: | /s/ Richard Fair | |
| Richard Fair, President and Chief Executive Officer | ||