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”.
Concurrent with the 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
Portfolio
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:
- ELVN-001: a potent, highly
selective kinase inhibitor designed to specifically target the
BCR-ABL gene fusion, the oncogenic driver for patients with chronic
myeloid leukemia (CML). ELVN-001 is being evaluated in a Phase 1
clinical trial in adults with CML. To learn more, please visit
www.clinicaltrials.gov (NCT05304377).
- ELVN-002: a potent, selective and
irreversible HER2 inhibitor with activity against various HER2
mutations, including Exon 20 insertion mutations (E20IMs) in
non-small cell lung cancer (NSCLC), for which there are currently
no approved small molecule inhibitors. A Phase 1 clinical trial has
been activated to evaluate ELVN-002 in people with cancers
harboring an abnormal HER2 gene. To learn more, please visit
www.clinicaltrials.gov (NCT05650879).
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.
Transaction Details
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.
Contact:
Enliven Investors &
Media:Argot PartnersEnliven@argotpartners.com
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