Enliven Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Use of Proceeds from Initial Public Offering On March 16, 2020, we completed our IPO, pursuant to which we issued and sold all 4,700,000 shares of our registered common stock at the public offering price of $16.00 per share. On April 13, 2020, the underwriters exercised their option in full to purchase 705,000 additional shares of our registered common stock at the public offering price of $16.00 per share. The aggregate gross proceeds of our IPO, inclusive of the underwriters’ option to purchase additional shares, were $86.5 million. The offering commenced on March 11, 2020 and did not terminate until the sale of all of the shares offered. The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-236465), which was declared effective by the Securities and Exchange Commission, or SEC, on March 11, 2020. Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and SVB Leerink LLC. acted as joint book-running managers for our IPO. We received aggregate net proceeds from the IPO, inclusive of the underwriters’ option to purchase additional shares, of approximately $76.5 million, after deducting $6.1 million of underwriting discounts and commissions and $3.9 million of other offering expenses payable by us. 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. We have used approximately $68.0 million of the net proceeds from the IPO as of June 30, 2022. We have invested the unused net proceeds from the offering in money market accounts. 66 Item 6. E xhibits. Exhibit Number Description 10.1# Separation Agreement and General Release, dated as of April 21, 2022, by and between the Registrant and Kenneth M. Attie, M.D. (incorporated by reference as Exhibit 10.1 to the Company’s Q uarterly Report on Form 1 0-Q filed with the SEC on M ay 6 , 2022). 10.2† Amendment Number 3 to Exclusive License Agreement, dated as of April 29, 2022, by and between H. Lundbeck A/S and the Registrant (incorporated by reference as Exhibit 10.2 to the Company’s Q uarterly Report on Form 1 0-Q filed with the SEC on M ay 6 , 2022). 10.3# Retention Agreement, dated as of May 5, 2022, by and between the Registrant and Rahul D. Ballal, Ph.D. (incorporated by reference as Exhibit 10.3 to the Company’s Q uarterly Report on Form 1 0-Q filed with the SEC on M ay 6 , 2022). 10.4*# Amended and Restated Retention Agreement, dated as of May 18, 2022, by and between the Registrant and Michael P. Gray. 10.5 Second Amendment and Termination of Office Lease Agreement, effective July 25, 2022, by and between the R egistrant and Columbia REIT – 116 Huntington, LLC (incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022). 31.1* 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. 31.2* Certification of Principal Financial 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. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, has been formatted in Inline XBRL * Filed herewith. # Indicates a management contract or any compensatory plan, contract or arrangement. † Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the Registrant if disclosed. 67 SIGNATURES 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. IMARA Inc. Date: August 3, 2022 By: /s/ Rahul D. Ballal, Ph.D. Rahul D. Ballal, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) Date: August 3, 2022 By: /s/ Michael P. Gray Michael P. Gray Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) 68