13 unchanged sentences
None of the underwriting discounts and commissions or offering expenses were paid directly or indirectly to any directors or officers of ours or their associates or to persons owning 10% or more of any class of equity securities or to any affiliates of ours.
−Removed: We have used approximately $25.2 million of the net proceeds from the IPO as of September 30, 2021.
+Added: We have used approximately $55.3 million of the net proceeds from the IPO as of March 31, 2022.
We have invested the unused net proceeds from the offering in money market accounts.
There has been no material change in our planned use of the net proceeds from our IPO as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on March 12, 2020.
−Removed: Amendments to Letter Agreements
−Removed: On November 5, 2021, we entered into amendments to our letter agreements with Rahul D.
−Removed: Ballal, Ph.D., our President and Chief Executive Officer (the “Ballal Amendment”), and Michael P.
−Removed: Gray, our Chief Financial Officer and Chief Operating Officer (the “Gray Amendment”), to modify the severance benefits to be received by Dr.
+Added: Retention Agreements
+Added: On May 5, 2022, we entered into retention agreements with Rahul D.
+Added: Ballal, Ph.D., our President and Chief Executive and Michael P.
+Added: Gray, our Chief Financial Officer and Chief Operating Officer.
+Added: The retention agreements are intended to incentive Dr.
Ballal and Mr.
−Removed: Gray if either is terminated in connection with a change of control of Imara.
−Removed: Under the Ballal Amendment, if Dr.
−Removed: Ballal’s employment is terminated by us without cause or by Dr.
−Removed: Ballal with good reason within twelve months following a change of control, each as defined in Dr.
−Removed: Ballal’s letter agreement, Dr.
−Removed: Ballal will be entitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, to (i) continue receiving his then-current annual base salary for a period of eighteen months following the date his employment with us is terminated, (ii) reimbursement of COBRA premiums for health benefit coverage for a period of up to eighteen
−Removed: months following the date that his employment with us is terminated and (iii) one hundred and fifty percent of his annual bonus target amount for the year in which the termination occurs, payable as a lump sum.
−Removed: Under the Gray Amendment, if Mr.
−Removed: Gray’s employment is terminated by us without cause or by Mr.
−Removed: Gray with good reason within twelve months following a change of control, each as defined in Dr.
−Removed: Gray’s letter agreement, Mr.
−Removed: Gray will be entitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, to (i) continue receiving his then-current annual base salary for a period of twelve months following the date his employment with us is terminated, (ii) reimbursement of COBRA premiums for health benefit coverage for a period of up to twelve months following the date that his employment with us is terminated and (iii) one hundred percent of his annual bonus target amount for the year in which the termination occurs, payable as a lump sum.
−Removed: Copies of the Ballal Amendment and the Gray Amendment are attached as Exhibit 10.1 Exhibit 10.2, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
−Removed: The foregoing descriptions of the Ballal Amendment and the Gray Amendment do not purport to be complete and are qualified in their entirety by reference to such exhibits.
−Removed: First Amendment to the Amended and Restated Letter Agreement, dated as of November 5, 2021, by and between the Registrant and Rahul D.
+Added: Gray to remain employed by us as we undertake a comprehensive assessment of strategic options to maximize stockholder value.
+Added: Pursuant to the retention agreements, Dr.
+Added: Ballal and Mr.
+Added: Gray are eligible to receive cash retention payments totaling up to $275,000 and $174,756, respectively, to be payable, if at all, if Dr.
+Added: Ballal and Mr.
+Added: Gray remain employed by us through specified milestones tied to a potential strategic transaction involving the company.
+Added: In addition, if Dr.
+Added: Ballal and Mr.
+Added: Gray remain employed by us through the closing of such potential strategic transaction, the exercise period for outstanding stock options held by Dr.
+Added: Ballal and Mr.
+Added: Gray with an exercise price of less than $5.00 per share shall be extended until the date that is the earlier of (a) eighteen months following his respective cessation of employment from us and (b) the final exercise date for each such applicable stock option.
+Added: Notwithstanding the foregoing provisions of the retention agreements, there can be no assurance that we will be able to successfully consummate any particular strategic transaction.
+Added: Copies of the retention agreements for Dr.
+Added: Ballal and Mr.
+Added: Gray are attached as Exhibit 10.3 Exhibit 10.4, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
+Added: The foregoing descriptions of the retention agreements do not purport to be complete and are qualified in their entirety by reference to such exhibits .
+Added: Separation Agreement and General Release , dated as of April 21, 2022, by and between the Registrant and Kenneth M.
+Added: Amendment Number 3 to Exclusive License Agreement, dated as of April 29, 2022, by and between H.
+Added: Lundbeck A/S and the Registrant .
+Added: Retention Agreement , dated as of May 5, 2022, by and between the Registrant and Rahul D.
Ballal, Ph.D .
−Removed: First Amendment to the Amended and Restated Letter Agreement, dated as of November 5, 2021, by and between the Registrant and Michael P.
+Added: Retention Agreement , dated as of May 5, 2022, by and between the Registrant and Michael P.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, has been formatted in Inline XBRL
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, has been formatted in Inline XBRL
+Added: Filed herewith.
+Added: Indicates a management contract or any compensatory plan, contract or arrangement.
+Added: Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the Registrant if disclosed.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 9, 2021
Ballal, Ph.D.
2 unchanged sentences
Director (Principal Executive Officer)
−Removed: November 9, 2021
/s/ Michael P.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.