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United States securities and exchange commission logo
December 7, 2022
Rahul Ballal, Ph.D.
President and Chief Executive Officer
Imara Inc.
1309 Beacon Street, Suite 300, Office 341
Brookline, MA 02446
Re: Imara Inc.
Registration
Statement on Form S-4
Filed November 10,
2022
File No. 333-268300
Dear Rahul Ballal:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed November 10, 2022
Questions and Answers about the Merger
Will the common stock of the combined company trade on an exchange?,
page 4
1. Please revise your
disclosure as follows:
Disclose, as you
have on page 197, that Imara has agreed to cause the shares of Imara
common stock being
issued in the Merger to be approved for listing on Nasdaq at or
prior to the
effective time. State both here, on page 197 and elsewhere as appropriate,
as you have in
Article VII of the Merger Agreement, that the approval for listing
these shares on
Nasdaq, subject to official notice of issuance, is a closing condition of
the Merger. Also
disclose whether the terms of the merger agreement permit that this
closing condition
could be waived without recirculation or resolicitation. In this
regard, we note
that disclosure on page 197 and 212 seems to indicate that this
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condition is waivable.
You disclose that Enliven has filed a listing application for
the combined company s
common stock with Nasdaq and that it is "expected" that the
common stock of the
combined company will trade on The Nasdaq Stock Market. Please
revise here and
on pages 23 and 197, and elsewhere as appropriate, to make clear
whether the merger
is conditioned upon receiving Nasdaq listing approval for the
combined company,
and if so, whether such condition is waivable. State whether
Nasdaq's determination
in this regard will be known at the time that stockholders are
asked to vote to approve
the business combination. Please also include a cross-reference
to your risk factor
disclosure stating that the potential reverse stock split may not
result in an increase in
the combined company s stock price necessary to satisfy Nasdaq
s initial or
continued listing requirements for the combined company.
Disclose here, in your risk factor disclosure on page 32, and
elsewhere as appropriate,
whether or not you satisfy the objective Nasdaq listing criteria,
and if not, explain
which requirement(s) your stock does not currently meet for
listing and describe your
plan to remedy. In your risk factor disclosure, explain how the
reverse stock split is
intended to cause you to be in compliance.
What are the material U.S. federal income tax consequences of the Merger to
Enliven U.S.
holders?, page 7
2. We note your representation here and beginning on page 195 that Imara
and Enliven
"intend" the merger to qualify as a reorganization within the meaning
of Section 368(a) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
and/or a non-taxable
exchange transaction governed by Section 351(a) of the Code. Please
revise your
disclosure here and throughout to provide counsel s firm opinion for
each material tax
consequence, including whether the Merger will qualify as a
reorganization and/or a non-
taxable exchange transaction, or to explain why such opinion cannot be
given. If the
opinion is subject to uncertainty, please (1) provide an opinion that
reflects the degree of
uncertainty (e.g., "should" or "more likely than not") and explains
the facts or
circumstances giving rise to the uncertainty, and (2) provide
disclosure of the possible
alternative tax consequences including risk factor and/or other
appropriate disclosure
setting forth the risks of uncertain tax treatment to investors.
Please refer to Item
601(b)(8) of Regulation S-K and Section III.A. of Staff Legal Bulletin
19, Legality and
Tax Opinions in Registered Offerings.
Prospectus Summary
The Companies, page 9
3. We note your statement that Enliven's goal is to design best-in-class
or first-in-class
therapies, and other similar statements throughout such as those
indicating that "Enliven s
product candidates will be aimed to be best-in-class and
first-in-class." Given the
development stage of Enliven's product candidates and length of the
drug approval
process, it is premature and inappropriate to speculate or imply that
any Enliven product
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candidates will ultimately be approved or become best-in-class or
first-in-class. Please
remove these statements.
Enliven's Pipeline, page 11
4. Please clarify what the "Differentiation" column in the pipeline table
is intended to
convey. In addition, we note you have created a distinction between
"lead optimization"
and "IND-enabling." Please explain what is involved in "lead
optimization" and why you
believe this is a separate and distinct development phase, as opposed
to part of discovery
and/or IND-enabling studies, or revise.
Support Agreements, page 17
5. We note your discussion of the support agreements beginning on pages
17 and 219.
Please tell us with specificity who signed the support agreements,
and show us how
the percentages of securities covered are reconcilable to the
beneficial ownership
disclosure on pages 415-423.
We also note the discussion of irrevocable proxies in the
disclosure and in section 7
of Exhibit 2.3, which is incorporated by reference to your Form 8-K
filed October 13,
2022. Please provide us your analysis supporting your conclusions
regarding
whether offers and sales of the securities registered for sale have
already been made
and completed. For guidance, see the Division of Corporation
Finance's Securities
Act Sections Compliance and Disclosure Interpretation 239.13
available on the
Commission's website.
Common Stock Purchase Agreement, page 18
6. We note your description of the Common Stock Purchase Agreement here
and on page
220. In your description of the agreement, please identify each
shareholder who is
purchasing shares pursuant to such agreement and who is expected to be
a beneficial
owner of 5% or more of the outstanding shares of Enliven following the
financing.
Risk Factors
Risks Related to the Proposed Reverse Stock Split, page 32
7. We note your disclosure that the principal purpose of the reverse
stock split is to increase
Imara's common stock price so that the combined company is able to
meet initial listing
requirements and the shares of Imara common stock being issued in the
merger will be
approved for listing. In your risk factors and elsewhere as
appropriate:
Please disclose the minimum size of the reverse split that will be
necessary for listing.
Please expand the discussion to indicate the criteria, if any, for
the ratio to be used for
the reverse stock split. For example, indicate whether you intend
to use the minimum
ratio or a larger ratio in an attempt for a higher price per share
subsequent to the
reverse stock split.
You state at the top of page 33 that the reverse stock split may
not result in an
increase in the combined company s stock price necessary to
satisfy Nasdaq s initial
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listing requirements for the combined company. Please enhance
your risk factor
disclosure, page 197, and elsewhere as appropriate, to explain
the effects on the
proposed transaction and/or the combined company of a failure to
comply with the
initial listing requirements of Nasdaq. If the Nasdaq listing
approval of the combined
company is a condition that can be waived, please include a
discussion of the
potential consequences to investors, including the ability of
investors to buy and sell
shares of common stock, if the Nasdaq does not approve the
listing application of the
combined company, but the election is made to waive the closing
condition and
proceed with the merger.
You state on page 32 that there can be no assurance that the
stock price of the
combined company will meet the listing requirements for any
meaningful period of
time. Please enhance your risk factor disclosure, page 197, and
elsewhere as
appropriate, to explain the effects on the combined company and
its shareholders of a
failure to comply with the continued listing requirements of
Nasdaq, including the
potential delisting of its common stock and its impact.
Please similarly revise your summary risk factor on the reverse
stock split on page
22 to explain the effect on the proposed merger transaction or
the combined company
if the reverse stock split does not increase the combined
company's stock price over
the short- or long-term so as to qualify for Nasdaq listing.
Risks Related to Imara's Intellectual Property, page 52
8. We note your disclosure on page 52 that Imara is party to license
agreements with the
UAB Research Foundation and the University of Pittsburgh with respect
to IMR-261, and
that this statement appears to conflict with your statement on page 49
that Imara is "not
currently party to any sales, marketing, distribution, development,
licensing or broader
collaboration agreements." In this regard:
Please revise to reconcile your statements regarding Imara's
current license
agreements or advise.
To the extent material, please revise your disclosure to discuss
the terms of any
licensing agreements still in effect between Imara and any other
party. Include a
discussion of all material payment terms, including
quantification of any annual
maintenance fees, upfront payments, amounts paid to date, and the
applicable royalty
rates to be paid by each party. In the event a range is provided
in place of the actual
royalty rate, such range should be within ten percentage points.
Additionally, please file Imara's current license agreements as
exhibits or provide an
analysis explaining why they should not be filed pursuant to
Regulation S-K, Item
601(b)(10).
The FDA, EMA and other comparable foreign regulatory authorities may not accept
data..., page
103
9. Please expand this risk factor and elsewhere as appropriate to
disclose the location(s) of
the clinical trials of ELVN-001 conducted internationally, and the
planned location(s)
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for international trials of ELVN-002. In this regard, we note that on
page 129 you state
that Enliven uses Pharmaron, located in China, to conduct preclinical
studies and clinical
trials.
The certificate of incorporation and bylaws of the combined company will
provide..., page 152
10. We note your disclosure that the certificate of incorporation and the
bylaws of the
combined company will provide that the Court of Chancery of the State
of Delaware is the
sole and exclusive forum for certain litigation, including any
derivative action.
Please disclose whether this provision applies to actions arising
under the Securities
Act or Exchange Act. In this regard, we note that Section 27 of
the Exchange Act
creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and
regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability
created by the Securities
Act or the rules and regulations thereunder. If the provision
applies to Securities Act
claims, please also revise your prospectus to state that there is
uncertainty as to
whether a court would enforce such provision and that investors
cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
Please revise this risk factor to disclose that there is also a
risk that your exclusive
forum provision may result in increased costs for investors to
bring a claim in the
chosen forum.
If this provision does not apply to actions arising under the
Securities Act or
Exchange Act, please ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform
investors in future filings
that the provision does not apply to any actions arising under
the Securities Act or
Exchange Act.
Background of the Merger, page 165
11. With reference to your description of the timeline of the proposed
business combination
that begins on page 165:
With respect to the negotiations between Imara and Enliven, please
revise your
disclosure throughout this section to provide greater detail as
to how the material
terms of the transaction structure and consideration evolved
during the negotiations
through proposals and counter-proposals. For example, with regard
to the initial
negotiations, please revise to explain the reason(s) for the
inclusion of, and any
revisions to, the material terms from the initial non-binding
indication of interest
Imara received from Enliven on July 28, 2022 to the August 12,
2022 updated non-
binding indication of interest, including why Enliven increased
the valuation of
Imara's Nasdaq listing.
Revise your disclosure of any individual meetings to include
discussion regarding the
material topics, views, and positions that were discussed at the
meetings, and by
whom.
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Revise this section to discuss how Imara's management and board
conducted
corporate, technical scientific and industry due diligence on
Enliven and other
companies.
Explain how the key deal terms of the Merger Agreement listed
on page 171 were
negotiated by the parties between the initial draft of the Merger
Agreement provided
to Enliven on August 25, 2022 and the executed version of October
13, 2022.
Additionally, please ensure that your disclosure addresses other
material aspects of
the transaction to the extent discussed in negotiation. By way of
example and not
limitation, discuss how the exchange ratio was determined; any
discussions of the
support agreements; and negotiations of material terms of the
merger agreement such
as termination rights and fees and the structure of the combined
company board of
directors and management. The disclosure should provide
shareholders with an
understanding of how, when, and why the material terms of your
proposed
transaction evolved and why this transaction is being recommended
as opposed to
any alternatives.
We note that OrbiMed is a significant stockholder of Imara and
of Enliven and
designates a member to each company s board of directors.
Please disclose whether
the boards had any policies or procedures in place to address any
potential conflicts
of interest in the search process and in the negotiation and
approval of the Merger.
Briefly describe in more detail any discussions about the need
to obtain additional
financing for the combined company, such as the concurrent
Pre-Closing Financing,
and the negotiation process with respect to the terms of the
financing.
Page 171 states that on September 1, 2022, Enliven's
transaction committee discussed
financing alternatives and the possibility of alternative
pathways to achieving a public
listing, including an initial public offering. Revise here or
elsewhere, as appropriate,
to discuss how and why Enliven ultimately determined it was
interested in pursuing
the reverse merger as opposed to a more traditional IPO
transaction.
Enliven Reasons for the Merger, page 175
12. Page 175 states that Enliven s board of directors believes that the
proposed
merger transaction "provides a viable alternate public listing
strategy, and addresses the
risk of the lack of an available market for an initial public offering
at a later date." Please
revise this section to discuss whether Enliven's board considered
material risks to
unaffiliated investors presented by taking Enliven public through a
reverse merger rather
than an underwritten offering, or to the extent that Enliven's board
did not consider these
risks, please so state. These risks, which should be discussed in a
corresponding risk
factor, could include the absence of due diligence conducted by an
underwriter that would
be subject to liability for any material misstatements or omissions in
a registration
statement.
Opinion of Imara's Financial Advisor, page 177
13. Please supplementally provide us with copies of all materials prepared
by SVB Securities
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LLC and shared with your board of directors and their representatives,
including any
board books, transcripts and summaries of oral presentations, that
were material to the
board's decision to approve the merger and the transactions
contemplated thereby.
Other Factors, page 181
14. You indicate on page 181 that a comparable company analysis was
performed by SVB
Securities not as part of its financial analyses, but "for reference
purposes." We have the
following comments:
You indicate that SVB Securities compared a range of implied
adjusted equity
valuations to the proposed Enliven valuation of $324.6 million
based on the proposed
valuation and ownership ratio in the Merger Agreement and also
compared the
resulting implied exchange ratio range of 0.5885x to 3.1924x to
the exchange ratio.
Please revise to describe the conclusions SVB Securities reached
with respect to the
Enliven valuation and exchange ratio as a result of such
comparisons.
Discuss the extent to which the Imara board relied on the
comparable
company analysis in reaching its determination that the Enliven
valuation and
exchange ratio were fair and, if material, revise to describe in
more detail the
underlying methodology, selection criteria, companies selected,
including the
underlying data for the companies such as the number of products
and the pipeline,
and conclusions of such analysis relative to Enliven. Include in
your revisions
whether any comparable companies meeting the selection criteria
were excluded
from the analysis, and, if so, the reasons for such exclusion.
Additionally, we note
that this section uses capitalized terms including "Selected
Company" and "Selected
Companies" without definition. Please revise as appropriate.
Certain Unaudited Financial Projections, page 182
15. We note that in connection with its evaluation of the Merger, the
Imara Board considered
certain non-public financial forecasts prepared by the management of
Enliven and
adjusted by the management of Imara for the period from January 1,
2023 through
December 31, 2045 (the "Financial Projections"). We have the following
comments
regarding the Financial Projections:
Discuss the extent to which the Imara board relied on the
Financial Projections in
reaching its determination that the Enliven valuation and
exchange ratio were fair
in recommending the Business Combination to its stockholders,
including how the
projections were used, both quantitatively and qualitatively.
Disclose and explain the bases for and the nature of the material
assumptions
referenced in the first full paragraph on page 184 that underlie
the line items
presented in the Financial Projections summary table. Please
ensure the level of
detail provided is sufficient enough for an investor to evaluate
and understand the
reasonableness of the assumptions, uncertainties and/or
contingencies underlying the
projections as well as the inherent limitations on the
reliability of projections in order
to make informed investment decisions. In regard to the net sales
and operating
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income projected amounts, please specifically address the growth
rates as well as
identify the material product revenue streams underlying these
projections and the
date you assume Enliven will be granted regulatory approval for
each indication for
each significant market reflected in the forecast.
You note on page 183 that the Financial Projections cover
multiple years, and that
this information by its nature becomes subject to greater
uncertainty with each
successive year. With respect to the length of the projections,
please disclose the
basis for projections beyond year five, including if the
forecasts reflect more than
simple assumptions about growth rates. Explain how management and
the Board
relied upon the Financial Projections and how they determined
that they are
reasonable, particularly in light of the extensive length of the
forecasts and since
Enliven is a clinical stage company with limited operations and
no approved
products. Specifically, address the reliability of the
projections related to the later
years presented.
You state on page 184 that initial forecasts were prepared by
Enliven and adjusted by
Imara to "take a more conservative approach with respect to
certain of the forecasted
financial information, including with respect to various of the
underlying
assumptions." Please describe in more detail the process
undertaken to formulate the
forecasts and the parties who participated in the preparation of
the forecasts. Explain
and quantify the adjustments that Imara management made to the
initial forecasts
provided by Enliven management and the reasons for the
adjustments.
As part of your revisions, disclose your assumptions as to
which product candidates
were assumed to have received approvals and identify
jurisdictions in which they
received such approvals by period. Clearly disclose the
limitation that regulatory
approval is outside of your control.
Disclose the extent to which Enliven drafted and considered
multiple projection
scenarios, and if so, how they determined to present this
scenario but not the other
scenarios.
Conditions to the Completion of the Merger, page 212
16. Please revise this section, as well as the similar section on the
Enliven Common Stock
Purchase Agreement on page 220, to clarify which conditions are
waivable and
by which party or parties. As appropriate, please revise your risk
factors to address
material risks associated with waivable conditions.
Enliven's Business, page 280
17. Please revise your disclosure to clarify the meaning of any
significant scientific or
technical terms or acronyms the first time they are used in the
prospectus in order to
provide context for such terms and better ensure that lay readers will
understand the
disclosure. For example, and without limitation, please define each of
the following at
their first use in this section or where appropriate in the
prospectus:
TKIs, pages 10 and 280;
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Highly ligand-efficient scaffolds, page 282;
BID, page 283;
Durable responses, page 285;
CNS, page 285;
HCP, Figure 4 on page 295;
Normal survival outcome and near normal survival outcome, page
296; and
TFR, Figure 7 on page 296.
Our Team and Investors, page 282
18. On pages 282 and 287, please limit the disclosure of specific
investors in Enliven to those
identified in the Principal Shareholder table beginning on page 418.
In this regard, we
note Surveyor Capital does not appear in the table. Additionally,
revise to indicate that
investors should not rely on the named investors investment
decision, as these investors
may have different investments strategies and risk tolerances.
Our Team and Investors, page 286
19. We note references to Enliven's "scientific advisory board" on page
287. If material,
please include disclosure that:
Describes the role or function of the scientific advisory board,
including whether
there are any rules or procedures governing it;
Describes whether any board members are party to a consulting or
advisory contract
with the Company, including any material provisions of such
agreements; and
Describes whether, and if so how, such advisory board members are
compensated.
Our Programs, page 291
20. With respect to the figures, tables, and graphics included throughout
this section, we note
the following:
Please revise your tables or graphics to ensure that the text in
each, including
subscript or other notations, are large enough and clearly
legible.
Revise to disclose the sources from which data presented in
figures and tables were
obtained.
21. We note your reference to various pre-clinical studies, such as in
vitro assays, animal
studies, and head-to-head comparison studies throughout Enliven's
business section.
Throughout the subsections summarizing your pre-clinical results for
ELVN-001 and
ELVN-002, please expand the discussion of your pre-clinical studies to
briefly describe
who performed these studies and when, where such studies were
conducted, how the tests
were conducted, the number of animal models used, the number of tests
conducted, the
range of results or effects observed in these tests and how such
results were measured.
22. As safety and efficacy determinations are solely within the authority
of the FDA and
comparable regulatory bodies, it is inappropriate to state or imply
that your product
candidates are safe or effective. Therefore, please revise or remove
the following
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statements and any similar statements, as appropriate:
On page 299 you reference ELVN-001's "wide safety margin in
non-human
primates." We also note numerous references throughout the
business section to your
product candidates' "favorable safety profile," "favorable safety
margin"
and/or "improved safety margin." Where you deem appropriate, you
may present
objective data without including your conclusions related to
safety.
If accurate, you may state, as you have on page 178 and elsewhere,
that a product
candidate has been well-tolerated. In this regard, please revise
your pre-clinical study
disclosure to discuss whether any serious adverse events have
been observed that
were deemed related to ELVN-001 and ELVN-002, and if so, the
nature of any such
events, and the number of subjects that experienced them.
On page 284 you state that "ELVN-002 has demonstrated improved
potency
compared to tucatinib" and "demonstrated superior preclinical
activity in HER2-
amplified subcutaneous and intracranial models." On page 299 you
reference ELVN-
001's "excellent higher species PK" and "good tolerability."
Where you deem
appropriate, you may also present objective data without
including your conclusions
related to efficacy. Please remove subjective qualifiers such as
"excellent" and
"good."
Figure 4. CML Treatment Paradigm in the United States and Our Market Insights,
page 295
23. We have the following comments with respect to Figure 4:
Please tell us why the blue shaded boxes for ELVN-001 are included
in the 2L, 3L+
and T315I rows of Figure 4, given that this product is not
currently an approved
treatment option for CML in the United States. Tell us your
consideration as to
whether a textual discussion of how ELVN-001 pertains to the CML
treatment
paradigm in the U.S. is a more appropriate place to describe your
targets for this
product relative to other approved treatments.
With respect to the 1L row of Figure 4, please revise the
statement in the "Market
Insights" column to clarify if you are potentially referring to
your product when you
state that "[f]urther improvement in efficacy may still allow for
new entrants in 1L
settings."
With respect to the T315I row of Figure 4, please revise the
statement in the "Market
Insights" column to clarify what product you refer to that is
"[p]otentially more
tolerable choice for T315I patients and has the potential to
displace ponatinib."
It appears that the asterisked footnote that appears under Figure
4 is missing from the
table. Also, there are asterisked portions of the table that do not
appear to have
corresponding footnotes. Please revise as appropriate.
Clinical Development Plan, page 306
24. We note your disclosure that where possible, Enliven plans "to explore
applicable
regulatory strategies pursued by other targeted therapy companies, for
example Orphan
Drug Designation, Breakthrough Therapy and Fast Track designation,
Priority Review
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and/or Accelerated Approval."
Please balance your disclosure here and elsewhere as appropriate
by clarifying that
because your candidates are in early development, there can be no
assurance that the
FDA would approve any form of application for expedited review for
any of your
product candidates.
Affirmatively state that the FDA's accelerated approval pathways
do not guarantee an
accelerated review by the FDA. Further, explain that even if a
product candidate
could be granted a designation or qualify for expedited
development, it does not
increase the likelihood that the product candidate will receive
approval.
Figure 22. ELVN-002 Potently Inhibited HER2 and HER2 YVMA While Sparing EGFR,
page
314
25. Please add a box next to your figure to indicate what the data
presented in the second
segment of this figure is intended to show.
Enliven Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 351
26. Please revise to address the following:
You disclose on page 354 that you "do not track (y)our research
and development
expenses on a program specific basis until the program reaches the
clinical stage, as
preclinical costs are deployed across multiple projects and, as
such, are not separately
classified." According your disclosures elsewhere in your
document, including the
table on page 282, ELVN-001 is currently in Phase 1 and you expect
ELVN-002 to
begin Phase 1 in the fourth quarter of 2022. Accordingly, revise
to quantify the
research and development expenses for each period for each project
tracked.
Expand your discussions on pages 356-358 of the fluctuations in
Enliven's research
and development expenses for the periods presented to identify and
discuss the
drivers of expense trends between your respective research
projects.
Unaudited Pro Forma Condensed Combined Financial Information, page 386
27. In the pro forma information provided as Exhibit 99.1 on your Form 8-K
amended on
November 16, 2022, you include adjustment (d) for $17,692,000 for the
nine months
ended September 30, 2022 to reduce your pro forma research and
development expense.
Similarly, you include adjustment (d) for $36,603,000 for the year
ended December 31,
2021 to reduce pro forma research and development expense to reflect
"the elimination of
assets to the Asset Sale and the disposed operations." However, the
pro forma
presentation in your Form S-4 does not include similar adjustments to
reduce your pro
forma research and development expense line items. Please address the
following:
Tell us your basis for this adjustment based on the guidance of
Article 11 of
Regulation S-X.
Further, explain why no similar adjustment was made for the pro
forma information
in your Form S-4.
Rahul Ballal, Ph.D.
Imara Inc.
December 7, 2022
Page 12
To the extent you determine that similar adjustments are required
in the Form S-4,
revise your footnotes to more clearly identify the nature and basis
of such
adjustment.
Note 10. Stock-Based Compensation, page F-36
28. You disclose on page F-36 that effective August 9, 2022, Enliven's board
of directors
repriced certain previously granted and still outstanding vested and
unvested stock option
awards under the 2019 Plan. You disclose that as a result, the exercise
price was lowered
to $0.73 per share, which was the fair value of Enliven's common stock on
August 9,
2022. Please address the following regarding these disclosures:
Revise your Stock-based Compensation on page 362 and Fair Value of
Common
Stock on page 364 to more clearly explain how these awards were
valued as part of
the repricing and how you determined the fair value of the
underlying common stock
as of that date.
As part of your disclosures, address how your valuation specifically
considered the
valuation of the options issued to Mr. Hohl on August 2, 2022, which
have an
exercise price of $1.38 per your disclosures on page 236, clarifying
if those options
were issued at fair value as well.
Further, revise to address how your valuations for compensation
purposes considered
the active merger negotiations and how these valuations compare to
the implied
enterprise value reflected in the exchange ratios and merger
consideration in the
active merger proposals as of those dates and the surrounding time
periods.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameRahul Ballal, Ph.D.
Division of
Corporation Finance
Comapany NameImara Inc.
Office of Life
Sciences
December 7, 2022 Page 12
cc: Stephanie L. Leopold, Esq.
FirstName LastName