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Enliven Therapeutics Closes Merger with Imara and Private Placement of $165 Million

Key Takeaway: Enliven Therapeutics has successfully completed its merger with Imara, creating a clinical-stage biopharmaceutical company focused on precision oncology. With the merger, Enliven will trade on Nasdaq under the new ticker ELVN starting February 24, 2023. The company secured $165 million in private placements, ensuring a robust cash runway into early 2026. Enliven aims to advance its pipeline of small molecule kinase inhibitors and expects to nominate a new product candidate in the first half of 2023.

Market Sentiment Analysis

POSITIVE FACTORS

  • Completion of merger expected to accelerate development of advanced oncology pipeline.
  • Significant financial backing with a $165 million private placement.
  • Strong cash runway into early 2026 providing stability for future growth.
  • Support from reputable investors enhances credibility and potential for success.

Full Press Release Details

Enliven Therapeutics Closes Merger with Imara and Private Placement of $165 Million
Combined company will
be focused on advancing Enliven s clinical-stage pipeline of precision oncology programs
Shares to trade on Nasdaq under the
new ticker symbol ELVN on February 24, 2023
Combined company is expected to have cash runway into early 2026
BOULDER, Colo., Feb. 23, 2023 (GLOBE NEWSWIRE) Enliven Therapeutics, Inc. (Enliven) (Nasdaq: ELVN), a clinical-stage precision oncology
company focused on the discovery and development of next-generation small molecule kinase inhibitors, today announced the completion of its previously announced merger. The combined company will operate under the name, Enliven Therapeutics, Inc.,
and its shares will trade on the Nasdaq Global Select Market on February 24, 2023 under the ticker symbol ELVN .
merger, Enliven completed a $165 million private placement co-led by new investors Fairmount and Venrock Healthcare Capital Partners, with participation from additional new investors, including Fidelity
Management & Research Company, RA Capital Management, Frazier Life Sciences and Commodore Capital, and support from all of Enliven s existing institutional investors. Following the transaction, Enliven is expected to have a cash runway
through multiple clinical milestones and into early 2026.
We are thrilled to complete this merger, which will accelerate the development of our
differentiated pipeline of small molecule kinase inhibitors to address existing and emerging unmet needs in oncology, said Sam Kintz, MBA, Enliven s Co-founder and Chief Executive Officer. We
are thankful to have stockholder support and a well-respected syndicate of new and existing investors. With a strong financial position, growing pipeline and experienced team, we are well positioned to achieve multiple clinical milestones with our
two parallel lead programs and build a leading precision oncology company.
We are pleased to announce the completion of our merger with
Enliven, which represents an exciting opportunity for our stockholders, said Rahul Ballal, Ph.D., former President and Chief Executive Officer of Imara. Enliven has built a promising clinical-stage pipeline of next-generation kinase
inhibitors, and we believe in the ability of the team to deliver value to both stockholders and patients.
Enliven s Precision Oncology
The combined company will focus on advancing Enliven s pipeline of small molecule kinase inhibitors. The company s two parallel
lead product candidates are in the clinic:
Enliven is also screening and optimizing the chemistry for multiple programs and expects to make a product candidate nomination for its
third program in the first half of 2023.
In connection with the closing of the merger, Imara enacted a 1-for-4 reverse
stock split of its common stock and issued one contingent value right (each, a CVR ) for each outstanding share of Imara common stock held by stockholders of Imara as of February 22, 2023 (which such CVRs are non-transferrable). Following the reverse stock split and closing of the merger, there are approximately 41.1 million shares of the combined company s common stock outstanding, with prior Imara
stockholders owning approximately 16% and prior Enliven stockholders (including investors in the private placement) holding approximately 84%. There will also be approximately 3.6 million options outstanding with a weighted average strike price
of $5.40. Additionally, Rahul Ballal, Ph.D., Imara s previous President and Chief Executive Officer, has joined Enliven s board of directors.
Goldman Sachs & Co., LLC, Jefferies and Cowen served as financial advisors and placement agents to Enliven. Wilson Sonsini Goodrich & Rosati
served as legal counsel to Enliven, and Cooley as legal counsel to the placement agents. SVB Securities served as the exclusive financial advisor and WilmerHale as legal counsel to Imara.
About Enliven Therapeutics
Enliven Therapeutics is a
clinical-stage biopharmaceutical company focused on the discovery and development of small molecule inhibitors to help patients with cancer live not only longer, but better. Enliven aims to address existing and emerging unmet needs with a precision
oncology approach that improves survival and enhances overall patient well-being. Enliven s discovery process combines deep insights from clinically validated biological targets and differentiated chemistry to design potentially first-in-class or best-in-class therapies. Enliven is based in Boulder, Colorado.
Cautionary Note Regarding Forward-Looking Statements
This press release 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 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 Enliven, as well as assumptions made by, and information currently available to, management of 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 programs, including ELVN-001 and ELVN-002; the expected timing to make a product
candidate nomination for Enliven s third program; expectations regarding the sufficiency of the combined company s capital resources and cash runway; statements by Enliven s Co-founder and Chief
Executive Officer; and statements by Imara s former President and Chief Executive Officer. 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 its inception; the ability to generate revenue and achieve or maintain profitability; the ability to advance product candidates through preclinical and clinical development; the ability to obtain regulatory approval for, and ultimately
commercialize, product candidates; the outcome of preclinical testing and early clinical trials for product candidates; Enliven s limited resources; the decision to develop or seek strategic collaborations to develop Enliven s current or
future product candidates in combination with other therapies; Enliven s lack of experience in commercializing a product candidate; the ability to attract, hire, and retain skilled executive officers and employees; the ability of Enliven to
protect its intellectual property and proprietary technologies; the scope of any patent protection Enliven obtains or the loss of any of Enliven s patent protection; the ability to prevent competitors from commercializing similar or identical
product candidates; and reliance on third parties, contract manufacturing organizations, and contract research organizations. The foregoing review of important factors that could cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Enliven s most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC as well as the registration statement on Form
S-4, as amended, filed with the SEC by Enliven. Enliven can give no assurance that the conditions to the proposed transactions will be satisfied. Except as required by applicable law, Enliven undertakes no
obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
This press release contains hyperlinks to information that is not deemed to be incorporated by reference into this press release.
Enliven Investors & Media:

Frequently Asked Questions

What is the new ticker symbol for Enliven's shares?

Enliven's shares will trade under the ticker symbol ELVN.

How much capital did Enliven raise in the private placement?

Enliven completed a private placement raising $165 million.

What will Enliven focus on after the merger?

Enliven will advance its clinical-stage precision oncology programs.

What is the expected cash runway for Enliven?

Enliven expects a cash runway into early 2026.

What types of therapies does Enliven develop?

Enliven develops small molecule kinase inhibitors for cancer treatment.

Last updated: Feb 23, 2023