Item 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K filed on
On
Cautionary Note Regarding 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, and Section 27A of the Securities Act of 1933, as amended (the
"Securities Act")) concerning Enliven, Imara, the proposed transactions and
other matters. These statements may discuss goals, intentions and expectations
as to future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of the management of Imara and
Enliven, as well as assumptions made by, and information currently available to,
management of Imara and Enliven. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as "may," "will," "should,"
"would," "expect," "anticipate," "plan," "likely," "believe," "estimate,"
"project," "intend," and other similar expressions or the negative or plural of
these words, or other similar expressions that are predictions or indicate
future events or prospects, although not all forward-looking statements contain
these words. Statements that are not historical facts are forward-looking
statements. Forward-looking statements include, but are not limited to,
expectations regarding the proposed Merger. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties
and are not guarantees of future performance. Actual results could differ
materially from those contained in any forward-looking statement as a result of
various factors, including, without limitation the risks related to the proposed
merger included in the registration statement on Form S-4 that was filed with
the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of
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the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the
This communication relates to a proposed merger between Imara and Enliven. In
connection with the proposed transaction between Imara and Enliven, Imara has
filed a registration statement on Form S-4 that contains a proxy
statement/prospectus of Imara. The definitive proxy statement/prospectus (when
available) will be delivered to Imara's stockholders. This communication is not
a substitute for the registration statement on Form S-4, including the proxy
statement/prospectus or any other document that Imara may file with the
Participants in the Solicitation
Imara, Enliven and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Imara's directors and executive officers
is included in Imara's most recent Annual Report on Form 10-K, including any
information incorporated therein by reference, as filed with the
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