Item 3.03. Material Modification to Rights of Security Holders.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Special Meeting, the Company's shareholders approved (i) the
The descriptions of the AR 2020 Plan and the 2020 ESPP Amendment contained on
pages 268-280 and pages 281-284, respectively to the Company's definitive
proxy statement/prospectus included in the Registration Statement on Form S-4 ,
filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company's stockholders voted on the proposals set
forth below relating to the Agreement and Plan of Merger, dated as of
Proposal No. 1. To approve the issuance of shares of common stock of Imara pursuant to the terms of the Merger Agreement for purposes of Nasdaq Listing Rules 5635(a), (b) and (d).
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain Broker Non-Votes 21,428,092 29,419 3,706 1,214,365
Proposal No. 2. To adopt and approve an amendment to the restated certificate of incorporation of Imara to increase the number of authorized shares of Imara common stock from 200,000,000 shares to 400,000,000 shares.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain 22,389,433 268,310 17,839
Proposal No. 3. To adopt and approve an amendment to the restated certificate of incorporation of Imara to effect a reverse stock split of Imara common stock, by a ratio of not less than 1-for-3 and not more than 1-for-7, or any whole number in between, and a proportionate reduction in the number of authorized shares of Imara common stock, such ratio and the implementation and timing of the reverse stock split to be determined in the discretion of Imara's board of directors.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain 22,464,937 193,805 16,840
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Proposal No. 4. To approve the adoption of the AR 2020 Plan.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain Broker Non-Votes 20,405,072 1,049,082 7,063 1,214,365
Proposal No. 5. To approve an amendment to the 2020 ESPP to increase the number of shares of common stock reserved for issuance under the 2020 ESPP to 1,628,535 shares.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain Broker Non-Votes 20,492,019 952,287 16,911 1,214,365
Proposal No. 6. To consider and vote upon an adjournment of the Imara special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.
This proposal was approved by the requisite vote of the Company's stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve Proposal Nos. 1, 2, 3, 4 and 5.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Company's Restated Certificate of Incorporation, datedFebruary 22, 2023 99.1Imara Inc. Amended and Restated 2020 Equity Incentive Plan 99.2 Amendment toImara Inc. 2020 Employee Stock Purchase Plan 99.3 Press release issued onFebruary 22, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended (the "Securities Act")) concerning Imara, Enliven, the proposed transaction and other matters. These forward-looking statements include express or implied statements relating to Imara's management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
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refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "contemplate," "continue,"
"could," "estimate," "expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "will," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. These
forward-looking statements are based on current expectations and beliefs
concerning future developments and their potential effects. There can be no
assurance that future developments affecting Imara, Enliven or the proposed
transaction will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
Imara's control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not
limited to, the risk that the conditions to the closing of the transaction are
not satisfied and those factors described under the heading "Risk Factors" in
Imara's most recent Annual Report on Form 10-K filed with the
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