On October 13, 2022, Enliven Therapeutics, a clinical-stage precision oncology company focused on the discovery and development of next-generation small molecule kinase inhibitors, and Imara announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. Wilson Sonsini Goodrich & Rosati is advising Enliven on the transaction.
The combined company will focus on advancing Enliven’s pipeline of precision oncology product candidates. Enliven is advancing two parallel lead product candidates: ELVN-001, a highly selective small molecule BCR-ABL inhibitor designed to address the challenges that limit the efficacy, tolerability, and convenience of currently available adenosine triphosphate (ATP)-competitive tyrosine kinase inhibitors (TKIs) in the treatment of chronic myeloid leukemia (CML), and ELVN-002, a potent, selective, and irreversible HER2 and pan-HER2 mutant kinase inhibitor for the treatment of HER2 mutant lung cancer and other HER2-driven tumor types.
Upon completion of the merger, which is subject to approval by the stockholders of Imara and Enliven, the combined company is expected to operate under the name Enliven Therapeutics, Inc. and trade on the Nasdaq Global Select Market under the ticker symbol “ELVN.” It will be led by Sam Kintz, co-founder and CEO of Enliven, and other members of the Enliven management team. The merger agreement has been approved by the board of directors of each company and the proposed transaction is expected to close in the first quarter of 2023.
In support of the merger, Enliven intends to raise approximately $165 million in a concurrent private financing co-led by new investors Fairmount and Venrock Healthcare Capital Partners, with participation from additional new investors, which include Fidelity Management & Research Company, RA Capital Management, Frazier Life Sciences, and Commodore Capital. All of Enliven’s existing investors will participate in the financing, including OrbiMed, 5AM Ventures, Surveyor Capital (a Citadel company), Cormorant Asset Management, Roche Venture Fund, Sheatree Capital, Boxer Capital, Logos Capital, and Janus Henderson Investors. The financing was oversubscribed and new investor allocations account for over 60 percent of the total size of the financing, which is expected to close immediately prior to the completion of the merger.
The Wilson Sonsini team advising Enliven on the transaction includes:
Corporate/M&A
Tony Jeffries
Rob Ishii
Rich Mullen
Jennifer Knapp
Erin Malone-Shkurkin
Rachel Nagashima
Ale Gonzalez
Tyler Kivley
Alison Sechrest
Technology Transactions
Alex Key
Tony Nguyen
Aleksandar Vitomirov
Rachel Slyker
FDA Regulatory
David Hoffmeister
Eva Yin
Privacy and Cybersecurity
Matt Staples
Daniel Chen
Michael O’Brien
Diya Jajal
Employee Benefits and Compensation
Sriram Krishnamurthy
Michael Klippert
Jason Chan
Employment
Rebecca Stuart
Quinn Christie
Nedim Novakovic
Anticorruption
Tarek Helou
National Security
Anne Seymour
Seth Cowell
Antitrust
Michelle Hale
Real Estate/Environmental
Susan Reinstra
Martin Sul
Sean Wilkinson
For more information, please see Enliven’s news release.