Item 8.01. Other Events.
As previously announced, on
In connection with the Merger, Imara filed with the
SUPPLEMENTAL DISCLOSURES
Imara is hereby supplementing the Proxy Statement/Prospectus with the
information set forth below (the "Supplemental Disclosure"). The Supplemental
Disclosure contained below should be read in conjunction with the Proxy
Statement/Prospectus, which is available on the Internet site maintained by the
The Supplemental Disclosure is dated
The Supplemental Disclosures are as follows:
Enliven's Pipeline
The pipeline chart has been revised to reflect the advancement of Enliven's ELVN-002 program into a Phase 1 clinical trial based on the activation of the first clinical site as well as to reflect the anticipated timing of when Enliven expects to share a more fulsome update, including safety and efficacy data from its ongoing Phase 1 clinical trial of ELVN-001. To the extent that any statements in the Proxy Statement/Prospectus are inconsistent with this revised disclosure, this revised disclosure supersedes such statements.
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Prospectus Summary
Under the heading "Prospectus Summary-Litigation Related to the Merger" the first and second paragraphs on page 25 are hereby amended and restated as following (with new text in bold and deleted text in strikeout font):
In connection with the Merger, on
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Securities Exchange Act of 1934, as amended, or the Exchange Act, in connection
with the Registration Statement on Form S-4 of which this proxy
statement/prospectus is a part. In particular, the complaint generally alleges
alleged that the registration statement contains contained materially misleading
and incomplete information concerning, among other things: (i) certain conflicts
of interest involving Imara and its board of directors; (ii) the background and
sales process leading up to the Merger Agreement; (iii) Imara's and Enliven's
financial projections; and (iv) the data and inputs underlying the financial
analyses performed by
Imara believes that the complaint is wholly without merit.
Opinion of Imara's Financial Advisor
Under the heading "The Merger-Opinion of Imara's Financial Advisor" the first paragraph of the subsection on page 190 with the subheading "General" is hereby amended and restated as following (with new text in bold and deleted text in strikeout font):
Enliven Executive Compensation
Enliven 2022 Cash Bonuses
On
Enliven Confirmatory Employment Letters
Enliven expects that it will enter into a confirmatory employment letter with
Messrs. Kintz and Hohl and
Pursuant to the applicable confirmatory employment letter,
Enliven Change in Control and Severance Agreements
Enliven expects that its board of directors will approve, and Enliven's executive officers and other key employees will enter into, change in control and severance agreements, in connection with and effective as of the closing of the Merger.
Pursuant to the change in control and severance agreements that Messrs. Kintz
and Hohl and
Pursuant to the change in control and severance agreements that Messrs. Kintz
and Hohl and
Pursuant to the change in control and severance agreements that Messrs. Kintz
and Hohl and
Enliven Employee Incentive Compensation Plan
Enliven expects that its board of directors will approve an employee incentive compensation plan (the "Master Bonus Plan") in connection with and effective as of the closing of the Merger.
The Enliven board of directors or a committee appointed by the Enliven board of directors will administer the Master Bonus Plan, provided that unless and until the Enliven board of directors determines otherwise, the compensation committee of the Enliven board of directors will administer the Master Bonus Plan. The Master Bonus Plan allows the administrator to provide awards to employees selected for participation, who may include certain of Enliven's named executive officers, which awards may be based upon performance goals established by the administrator. The administrator may establish a target award for each participant under the Master Bonus Plan, which may be expressed as a percentage of the participant's average annual base salary for the applicable performance period, a fixed dollar amount, or such other amount or based on such other formula as the administrator determines to be appropriate.
Under the Master Bonus Plan, the administrator will determine the performance goals, if any, applicable to any target award (or portion thereof) for a performance period, which may include, without limitation, goals related to: (i) research and development, (ii) regulatory milestones or regulatory-related goals, (iii) gross margin, (iv) financial milestones, (v) new product or business development (including geographical expansion) or sales, marketing or other commercial matters, (vi) operating margin, (vii) product release timelines or other product release milestones, (viii) publications, (ix) cash flow, (x) procurement, (xi) savings, (xii) internal structure, (xiii) leadership development, (xiv) project, function or portfolio-specific milestones, (xv) license or research collaboration agreements, (xvi) capital raising, (xvii) patent filings and (xviii) individual objectives such as peer reviews or other subjective or objective criteria. As determined by the administrator, the performance goals may be based on GAAP or non-GAAP results and any actual results may be adjusted by the administrator for one-time items or unbudgeted or unexpected items and/or payments of awards under the Master Bonus Plan when determining whether the performance goals have been met. The performance goals may be based on any factors the administrator determines relevant, including without limitation on an individual, divisional, portfolio, project, business unit, segment or company-wide basis. Any criteria used may be measured on such basis as the administrator determines, including without limitation: (a) in absolute terms, (b) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (c) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (d) on a per-share basis, (e) against Enliven's performance as a whole or a segment and/or (f) on a pre-tax or after-tax basis. The performance goals may differ from participant to participant and from award to award. Failure to meet the applicable performance goals will result in a failure to earn the target award, subject to the administrator's discretion to modify an award. The administrator also may determine that a target award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) as determined by the administrator.
The administrator may, in its sole discretion and at any time, increase, reduce or eliminate a participant's actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant's target award, in the administrator's discretion. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.
Actual awards under the Master Bonus Plan generally will be paid in cash (or its
equivalent) in a single lump sum only after they are earned and approved by the
administrator, provided that the administrator reserves the right, in its sole
discretion, to settle an actual award with a grant of an equity award with such
terms and conditions, including vesting requirements, as determined by the
administrator in its sole discretion. Unless otherwise determined by the
administrator, to earn an actual award, a participant must be employed by
Enliven (or an affiliate of Enliven, as applicable) through the date the bonus
is paid. Payment of bonuses occurs as soon as administratively practicable after
the end of the applicable performance period, but in no case after the later of
(i) the 15th day of the third month of the fiscal year immediately following the
fiscal year in which the bonuses vest and (ii)
Awards under Enliven's Master Bonus Plan will be subject to reduction, cancellation, forfeiture or recoupment in accordance with any clawback policy that Enliven adopts pursuant to the listing standards of any national securities exchange or association on which Enliven's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the administrator will be able to impose such other clawback, recovery or recoupment provisions with respect to an award under the Master Bonus Plan as the administrator determines necessary or appropriate, including without limitation a reacquisition right in respect of previously acquired cash, stock or other property provided with respect to an award.
The administrator will have the authority to amend or terminate the Master Bonus Plan. However, such action may not materially alter or materially impair the existing rights of any participant with respect to any earned bonus without the participant's consent. The Master Bonus Plan will remain in effect until terminated in accordance with the terms of the Master Bonus Plan.
Enliven expects that its board of directors will grant new equity awards
covering shares of common stock of Enliven to its executive officers and certain
other key employees following the closing of the Merger, with the size and terms
of such equity awards to be based on the recommendations of AON / Radford, the
independent compensation consultant of the compensation committee of Enliven's
board of directors. These new equity awards are expected to consist of stock
options under the
Enliven Outside Director Compensation Policy
Enliven expects that its board of directors will approve an outside director compensation policy for non-employee directors of the board, in connection with and effective as of the closing of the Merger (the "Director Compensation Policy").
Under the Director Compensation Policy, each non-employee director will receive the cash and equity compensation for board services described below. Enliven will also reimburse non-employee directors for reasonable, customary, and documented travel expenses to board of director or committee meetings.
The Director Compensation Policy will include a maximum annual limit of
Cash compensation
Non-employee directors will be entitled to receive the following cash compensation for their services under the Director Compensation Policy:
•$35,000 per year for service as a board member; •$15,000 per year for service as chair of the audit committee; •$7,500 per year for service as a member of the audit committee; •$10,000 per year for service as chair of the compensation committee; •$5,000 per year for service as a member of the compensation committee; •$8,000 per year for service as chair of the nominating and corporate governance committee; and •$4,000 per year for service as a member of the nominating and corporate governance committee.
Each non-employee director who serves as the chair of a committee will receive the annual fee for service as a member of the Enliven board of directors and only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to Enliven's outside directors will be paid quarterly in arrears on a pro-rated basis.
Equity Compensation
Merger Award: Each individual who is a non-employee director as of the effective
date of the Director Compensation Policy will receive, on the first trading date
on or after closing of the Merger, an award (a "Merger Award") of stock options
to purchase a number of shares of common stock of Enliven having a Value (as
defined below) of
Initial Award: Each individual who first becomes a non-employee director after
closing of the Merger and who does not receive a Merger Award will receive, on
the first trading date on or after the date on which the person first becomes a
non-employee director (the "Initial Start Date"), an award (an "Initial Award")
of stock options to purchase a number of shares of common stock of Enliven
having a Value (as defined below) of
Annual Award: Each non-employee director automatically will receive, on the
first trading day immediately following each annual meeting of Enliven's
stockholders which occurs in the year following the effective date of the
Director Compensation Policy, an annual award (an "Annual Award") of stock
options to purchase a number of shares of common stock having a Value (as
defined below) of
For purposes of the Director Compensation Policy, "Value" will mean grant date
fair value as determined in accordance with
In the event of a "change in control" (as defined in the Director Compensation Policy), each non-employee director will fully vest in their outstanding Enliven equity awards issued under the Director Compensation Policy, including any Merger Award, Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date.
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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 (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 in this communication include, but are not limited to, statements regarding the potential of, and expectations regarding, Enliven's product candidates, including ELVN-001 and ELVN-002 and statements regarding the milestones and timing of such milestones for Enliven's product candidates, including ELVN-001 and ELVN-002. 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 limited operating history of Enliven; the significant net losses incurred since inception; the ability to raise additional capital to finance operations; the ability to advance product candidates through preclinical and clinical development; the ability to obtain regulatory approval . . .
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