RARE Daily

After Selling Failed Rare Blood Disorder Candidate, Imara Reverse Merges with Enliven Therapeutics

October 14, 2022

Rare disease focused biotech Imara and Enliven Therapeutics, a clinical-stage precision oncology company, have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The combined company will focus on advancing Enliven’s pipeline of precision oncology product candidates.

Photo: Sam Kintz, co-founder and CEO of Enliven

The merger comes one month after Imara entered into an asset purchase agreement with cardiology startup Cardurion Pharmaceuticals to sell its failed sickle cell disease and beta thalassemia candidate tovinontrine and all other assets related to its PDE9 program for up to $95 million.

The merger will create a Nasdaq-listed, clinical-stage biopharmaceutical company focused on advancing Enliven’s portfolio of precision oncology programs, which included experimental targeted therapies for chronic myeloid leukemia and HER2-driven tumors.

Upon completion of the merger, which is subject to approval by Imara’s and Enliven’s stockholders, the combined company is expected to operate under the name Enliven Therapeutics, Inc. and trade on the Nasdaq Global Select Market under the ticker symbol ELVN.

In support of the merger, Enliven also intends to raise approximately $165 million in a concurrent private financing that was oversubscribed with new investor allocations accounting for more than 60 percent of the total size of the financing, which is expected to close immediately prior to the completion of the merger.

With the cash expected from both companies at closing and the proceeds of the planned concurrent financing, the combined company is currently expected to have approximately $300 million of cash and cash equivalents at closing, after transaction expenses, which are expected to be used to advance Enliven’s pipeline through multiple clinical milestones and provide runway into early 2026. The merger and financing are expected to close in the first quarter of 2023, subject to stockholder approval of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the shares of Imara common stock to be issued in connection with the merger, and the satisfaction of customary closing conditions.

“Following an extensive and thoughtful review of several strategic alternatives, it became clear that the proposed merger with Enliven was a compelling option for our stockholders,” said Rahul Ballal, president and CEO of Imara. “Enliven has a differentiated pipeline, an experienced team and we expect the combined company to be well financed by top-tier investors to execute on its clinical mission. We look forward to the company’s continued progress in the clinic.”

Enliven is a clinical-stage precision oncology company focused on the discovery and development of potentially best-in-class or first-in-class precision oncology therapies. Enliven’s programs are designed to address issues such as tolerability, combinability, resistance and disease escape through brain metastases.

Under the terms of the merger agreement, Imara will issue to pre-merger Enliven stockholders shares of Imara common stock as merger consideration in exchange for the cancellation of shares of capital stock of Enliven and Enliven will become a wholly owned subsidiary of Imara. Pre-merger Imara stockholders are expected to own approximately 16 percent of the combined company and pre-merger Enliven stockholders (including those purchasing Enliven shares in the concurrent private financing) are expected to own approximately 84 percent of the combined company.

Upon closing of the proposed transaction, Imara Inc. will be renamed Enliven Therapeutics, Inc. The combined company will be led by Sam Kintz, co-founder and CEO of Enliven, and other members of the Enliven management team.

The merger agreement has been approved by the board of directors of each company and the proposed transaction is expected to close in the first quarter of 2023, subject to approvals by the stockholders of each company, the effectiveness of a registration statement to be filed with the SEC to register the shares of Imara common stock to be issued in connection with the merger, and other customary closing conditions.

Author: Rare Daily Staff

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