UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.                )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

IMARA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

116 Huntington Avenue, Sixth Floor

Boston, MA 02116

NOTICE OF 2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS

To be Held on                      June 29, 2021, 2022

Dear Stockholders:

You are cordially invited to virtually attend the 2021 annualspecial meeting of stockholders or the Annual Meeting, of Imara Inc. (“Imara”, the “Company, “we” or “us””) to be held on                     Tuesday, June 29, 2021, 2022 at                 10:00 a.m. Eastern time. Due to health concerns about(eastern time). The special meeting (together with any adjournment or postponement thereof, the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and partners, the Annual Meeting“Special Meeting”) will be a virtual meeting. You will be able to attend and participate in the AnnualSpecial Meeting online by visiting                 www.proxydocs.com/IMRA,, where you will be able to listenregister to attend the meeting, live, submit questions and vote.

Only stockholders who owned shares of our common stock at the close of business on                     May 6, 2021, 2022 can vote at the AnnualSpecial Meeting or any adjournment thereof. At the AnnualSpecial Meeting, the stockholders will be asked to consider and vote on the following matters:proposals:

As noted above, due to the COVID-19 pandemic,our AnnualSpecial Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the AnnualSpecial Meeting in person. In order to attend the meeting and vote your shares electronically during the meeting, you must register in advance at www.proxydocs.com/IMRA prior to the deadline of Monday, 11:59 p.m. Eastern time on June 28, 2021.IMRA. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to attend the AnnualSpecial Meeting, vote your shares and submit questions. Attending the Special Meeting and voting your shares thereat will have the effect of revoking any proxy that you previously submitted to vote your shares.

You can find more information, including the nominees for director, in the proxy statement for the Annual Meeting, which is available for viewing, printing and downloading at www.proxydocs.com/IMRA. TheOur board of directors unanimously recommends that you vote “FOR” each of the class I directorsAsset Sale Proposal (Proposal 1) and “FOR” the ratification of the appointment of the independent registered public accounting firmAdjournment Proposal (Proposal 2) as outlined in the attached proxy statement.

WeWhether or not you plan to attend the Special Meeting, we encourage you to submit your proxy as soon as possible to make sure that your shares are pleased to comply withrepresented at the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2020, or the 2020 Annual Report. We will mail the Notice of Availability on or about May 18, 2021, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2020 Annual Report, and a form of proxy card.Special Meeting.

If you mail your proxy card or votesubmit a proxy by telephone or the Internetonline and then decide to attend the AnnualSpecial Meeting and vote your shares online during the AnnualSpecial Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted. Stockholders that own shares in “street name” must demonstrate proof of beneficial ownership to virtually attend the AnnualSpecial Meeting and must obtain a legal proxy from their bank, broker or other nominee to vote during the AnnualSpecial Meeting.

A list of stockholders as of the close of business on the record date will be available for examination by our stockholders of record during the Annual Meeting using the unique link provided via email following the completion of registration. Further information about how to register for the AnnualSpecial Meeting, attend the AnnualSpecial Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.

May 18, 2021

Important Notice Regarding Internet Availability of Proxy Materials: The attachedIf you have more questions about this proxy statement and the proposals to be voted on at the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our 2020 annual reportproxy solicitor at                 .

By order of the Imara board of directors,

Rahul D. Ballal, Ph.D.

President and Chief Executive Officer

The accompanying proxy statement is dated                     , 2022 and is first being mailed to stockholders which includes our annual report on Form 10-K for the fiscal year ended December 31, 2020, are available for viewing, printing and downloading at www.proxydocs.com/IMRA. These documents are also available to any stockholder who wishes to receive a paper copy upon written request to Imara Inc.or about                , 116 Huntington Ave, Sixth Floor, Boston, Massachusetts 02116. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2020 are also available on the SEC’s website at http://www.sec.gov.2022.

TABLE OF CONTENTS

i

1ii

116 Huntington Avenue, Sixth Floor

Boston, MA 02116

617-206-2020

PROXY STATEMENT

2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS

To be Held on                      June 29, 2021, 2022

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about the AnnualSpecial Meeting of Stockholders of Imara Inc., or the Annual Meeting, to be held on                     Tuesday, June 29, 2021, 2022 at                10:00 a.m., Eastern time. Due to health concerns about(eastern time). The Special Meeting (together with any adjournment or postponement thereof, the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and partners, the Annual Meeting“Special Meeting”) will be a virtual meeting. You will be able to attend and participate in the AnnualSpecial Meeting online by visiting www.proxydocs.com/IMRA, where you will be able to listenregister to attend the meeting, live, submit questions and vote. Further information about how to attend the AnnualSpecial Meeting online is included in this proxy statement.

The Imara board of directors has unanimously determined that the terms of the transactions contemplated by the asset purchase agreement, including the asset sale, are advisable and in the best interests of Imara. The Imara board of directors is using this proxy statement to solicit proxies for use at the AnnualSpecial Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, references to “Imara,” “the Company,” “we,” “us,” “our” and similar terms refer to Imara Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendation of ourthe Imara board of directors with respect to each of the matters set forth in this proxy statement. Your proxy is revocable in accordance with the accompanying Notice of Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the meeting by following the instructionsprocedures set forth in this proxy statement.

InsteadFor additional questions about the proposals, assistance in submitting proxies or voting shares of mailing a paper copyImara’s common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact our proxy materials to all of our stockholders, we are providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice of Availability, instead of a paper copy of thissolicitor at                 .

This proxy statement is dated                     , 2022 and our annual report for the fiscal year ended December 31, 2020, or the 2020 Annual Report. We are sending the Notice of Availabilityis first being mailed to stockholders on or about                    May 18, 2021, and it contains instructions on how to access those documents over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can receive a paper copy of our, 2022. These proxy materials includingare being made available to stockholders on or about this proxy statement, our 2020 Annual Report, and a form of proxy card.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 29, 2021:date online by visiting www.proxydocs.com/IMRA.

This proxy statement and our 2020 Annual Report are

available for viewing, printing and downloading at www.proxydocs.com/IMRA.

A copyform of our annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Imara Inc., 116 Huntington Avenue, Boston, Massachusetts 02116. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2020card are also available on the SEC’s website at http://www.sec.gov.

1

IMPORTANT INFORMATIONQUESTIONS AND ANSWERS ABOUT THE ANNUALSPECIAL MEETING AND VOTING

What is the Purpose of the Annual MeetingSpecial Meeting?

At the AnnualSpecial Meeting, our stockholders will consider and vote on the following matters:

As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the first two items noted above.

How does the Imara Board of Directors RecommendationRecommend that I Vote at the Special Meeting?

OurThe Imara board of directors unanimously recommends that you vote:

FOR the election of each of the three nominees to serve as class I directors on our board of directors, each for a three-year term expiring at the 2024 annual meeting of stockholders;Asset Sale Proposal; and

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Availability of Proxy Materials

The proxy materials, including this proxy statement, a proxy card and our 2020 Annual Report are available for viewing, printing and downloading on the Internet at www.proxydocs.com/IMRA. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting paper materials in the Notice of Availability.Adjournment Proposal.

Who Can Vote at the Annual MeetingSpecial Meeting?

Only stockholders of record at the close of business on the record date of             May 6, 2021, 2022 are entitled to receive notice ofvote at the Annual Meeting and to vote the shares of our common stock that they held on that date.Special Meeting. As of                 May 6, 2021,, 2022, there were 17,639,542                 shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the AnnualSpecial Meeting.

Difference Between a “Stockholder of Record”What is the proxy card?

The proxy card enables you to appoint Rahul D. Ballal, Michael Gray and a Beneficial Owner of Shares Held in “Street Name”

Stockholder of Record. IfStephen Migausky as your shares are registered directly in your name with our transfer agent, Computershare Trust Company, thenproxies at the Special Meeting. By completing and returning the proxy card as described herein, you are considered the “stockholder of record” of those shares. In this case, your Notice of Availability has been sentauthorizing these people to you directly by us. You may vote your shares byat the Special Meeting in accordance with your instructions on the proxy prior to the Annual Meeting by following the instructions contained in the Notice of Availability and in the section titled “How to Vote” below.

Beneficial Owner of Shares Held in Street Name. Ifcard. This way, your shares are held by a bank, broker or other nominee, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your

2

on                June 28, 2021. You may attend the Annual Meeting online by following the instructions that you will receive once your registration is complete.

Online registration for the Annual Meeting will begin on May 18, 2021, and you should allow ample time for the online registration., 2022. Upon completing your registration, you will receive further instructions via email, including your unique linklinks that will allow you access to the meetingSpecial Meeting. We encourage you to complete your registration as soon as possible if you desire to attend the Special Meeting.

Online registration for the Special Meeting will begin on                 , 2022, and you will haveshould allow ample time for the ability to submit questions.online registration. Please be sure to followingfollow the instructions you will receive once your registration is complete.

The Annual Meeting will start at 10:00 a.m., Eastern time, on June 29, 2021. You may log on to the virtual meeting starting one hour before it begins. We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting starting at 9:00 a.m., Eastern time, on June 29, 2021. If you encounter any difficulties accessing the virtual AnnualSpecial Meeting, please contact technical support by following the instructions provided to you upon registration for the AnnualSpecial Meeting.

How toCan I Vote at the Special Meeting?

If you are the stockholder of record of your shares, you can submit a proxy to vote your shares by proxy prior to the AnnualSpecial Meeting or you can attend the Special Meeting and vote your shares online during the AnnualSpecial Meeting. If you choose to vote bysubmit a proxy prior to the AnnualSpecial Meeting, you may do so by telephone, via the Internetonline or by mail as follows:

3

What is the Difference Between a “Stockholder of Record” and a Beneficial Owner of Shares Held in “Street Name”?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, then you are considered the “stockholder of record” of those shares. In this case, we are sending these proxy materials directly to you. You may vote your shares by proxy prior to the Special Meeting by following the instructions in the section titled “How Can I Vote Myat the Special Meeting?” above.

Beneficial Owner of Shares Held in Street Name. If your shares are held by Filling Out and Returninga bank, broker or other nominee, then you are considered the Noticebeneficial owner of Internet Availabilitythose shares, which are held in “street name.” In this case, these proxy materials will be sent to you by that organization. The organization holding your shares is considered the stockholder of Proxy Materials?

No. The Noticerecord for purposes of Availability and proxy card contain instructions onvoting at the Special Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization and enclosed with this proxy via the Internet, by telephone, by requesting and returning a paper proxy card, or by voting online while virtually attending the Annual Meeting.statement.

How Do I Submit a Question at the AnnualSpecial Meeting?

If you wish to submit a question during the AnnualSpecial Meeting, beginning at 9:00 a.m., Eastern time, on June 29, 2021, you may log into and submit a question on the virtual meeting platform using the unique link provided to you via email following the completion of your registration at www.proxydocs.com/IMRA, and follow the

4

Are the Ballot Measures Considered “Discretionary” and “Non-Discretionary”“Non-Discretionary”?

The electionEach of directorsthe Asset Sale Proposal (Proposal No. 1) is a matterand the Adjournment Proposal (Proposal 2) are matters considered considered non-discretionary under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-discretionary matters.

What is the Required Vote to Approve Each Proposal?

The ratificationapproval of the appointmentAsset Sale Proposal (Proposal 1) requires the affirmative vote of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2) is a matter considered discretionary under applicable rules. A bank, broker or other nominee generally may exercise discretionary authority and vote on discretionary matters.

Votes Required to for Each Proposal

A nominee will be elected as a director if the nominee receives a pluralitymajority of the votes cast by stockholdersissued and outstanding shares of our common stock entitled to vote at the meeting (Proposal No. 1).Special Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes “AGAINST” the Asset Sale Proposal.

The ratificationapproval of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021Adjournment Proposal (Proposal 2) requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for”“FOR” or “against”“AGAINST” such matter (Proposal No. 2).

Abstentionsmatter. Failures to vote, abstentions and broker non-votes, if any, will not be counted as votes cast or voted on any of the proposals. Accordingly, abstentionsfor this proposal and broker non-votesaccordingly, will have no effect on the voting on eitheroutcome of the proposals.Adjournment Proposal.

What is the Method offor Counting VotesVotes?

Each holder of common stock is entitled to one vote at the AnnualSpecial Meeting on each matter to come before the AnnualSpecial Meeting including the election of directors, for each share held by such stockholder as of the record date.

5

Who should I contact if I have any questions?

If you have more questions about this proxy statement and the proposals to be voted on at the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor at                 .

QUESTIONS AND ANSWERS ABOUT THE ASSET SALE

What is the proposed transaction?

The proposed transaction is the sale of Imara’s asset, tovinontrine, and all other assets of Imara related to its PDE9 program to Cardurion and the assignment to Cardurion of Imara’s exclusive license agreement with H. Lundbeck A/S (“Lundbeck”), but excluding all other assets of Imara, including our cash, cash equivalents and marketable securities and IMR-261, pursuant to the terms and conditions set forth in the asset purchase agreement.

What is the purchase price of the Asset Sale?

The purchase price for the asset sale is (a) $34,750,000 payable at the closing of the asset sale (in addition to $250,000 previously paid by Cardurion to Imara upon execution of a non-binding term sheet), (b) a $10,000,000 potential future payment that may become payable if Cardurion achieves a proof of concept milestone or other specified clinical milestones and (c) a $50,000,000 potential future payment that may become payable if Cardurion achieves specified regulatory and/or commercial milestone events. There is no guarantee that either of the contingent payments will be paid to Imara in connection with the asset sale.

Why is our board recommending the asset sale?

The Imara board of directors believes that the asset sale and the asset purchase agreement are fair to, advisable and in the best interests of, Imara and its stockholders. The board of directors unanimously recommends that you vote “FOR” the approval of the Asset Sale Proposal. To review the board of directors’ reasons for recommending the asset sale, see the section entitled “THE ASSET SALE—Reasons for the Asset Sale and Recommendation of Our Board of Directors” beginning on page 24 of this proxy statement.

How does Imara intend to use the proceeds of the asset sale?

We continue to evaluate our strategic alternatives. There can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated, lead to increased stockholder value, or achieve the anticipated results.

Will the asset sale be a taxable transaction to me?

The asset sale is entirely a corporate action. Our stockholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the asset sale. See the section entitled “THE ASSET PURCHASE AGREEMENT” —Material U.S. Federal Income Tax Consequences of the Asset Sale” beginning on page 48 of this proxy statement.

When is the asset sale expected to be completed?

We are an “emerging growth company,”working towards completing the asset sale as definedsoon as possible. We currently expect to complete the asset sale as soon as all of the conditions to the asset sale are satisfied or waived, including stockholder approval of the Asset Sale Proposal at the Special Meeting, which we currently anticipate will occur in the Jumpstart Our Business Startupsfourth quarter of 2022.

Are there any risks related to the asset sale?

Yes. You should carefully read the section entitled “RISK FACTORS” beginning on page 15 of this proxy statement.

Why is it important for me to vote?

Imara and Cardurion cannot complete the asset sale without the affirmative vote of a majority of the outstanding shares of Imara. Therefore, any shares that are not voted will have the same effect as a vote “against” the Asset Sale Proposal.

What will happen if stockholders do not approve the asset sale at the Special Meeting?

If the stockholders do not approve the asset sale at the Special Meeting, the asset sale will not be completed. If the asset sale is not completed, the asset purchase agreement provides that, upon termination of the asset purchase agreement under certain circumstances, Imara may be required to pay to Cardurion a termination fee of $1,500,000 million. See the section entitled “THE ASSET PURCHASE AGREEMENT—Termination Fee” beginning on page 43 of this proxy statement for a discussion of the circumstances under which such a termination fee may be required to be paid.

GENERAL INFORMATION ABOUT THE ADJOURNMENT PROPOSAL

What is the purpose of the Adjournment Proposal?

The purpose of the Adjournment Proposal is to allow Imara, subject to the terms of the asset purchase agreement, to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation of proxies in the event that there are insufficient votes to approve the Asset Sale Proposal.

The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Asset Sale Proposal.

The Imara board of directors recommends that you vote in favor of the Adjournment Proposal.

SPECIAL NOTE REGARDING FORWARD LOOKING-STATEMENTS

This proxy statement, including the annexes attached to the proxy statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 2012,1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including statements concerning the asset sale, any statements of the plans and objectives of management for future operations, any statements concerning the timing, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “intends,” “plans,” “believes,” “targets,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue” or “opportunity,” or the JOBSnegative thereof or other comparable terminology. The forward-looking statements in this proxy statement are only predictions. Although we believe that the expectations presented in the forward-looking statements contained herein are reasonable at the time of filing, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, among other things: the occurrence of any event, change or other circumstance that could give rise to the termination of the asset purchase agreement; the failure of Imara to obtain stockholder approval for the asset sale or the failure to satisfy any of the other conditions to the completion of the asset sale; the failure of Imara to receive milestone payments under the asset purchase agreement and the uncertainty of the timing of any receipt of any such payments; the outcome of any legal proceedings that may be instituted against Imara, Cardurion or any of their respective directors or officers related to the asset purchase agreement or the transactions contemplated thereby; the value of contingent consideration to be received in connection with the asset sale; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; and the incurrence by us of expenses relating to the asset sale.

Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking are discussed under the section entitled “Risk Factors” set forth below, and for the reasons described elsewhere in this proxy statement. Please carefully consider these factors, as well as other information contained herein and in our periodic reports and documents filed with the SEC. All forward-looking statements and reasons why results may differ included in this proxy statement are made as of the date hereof. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

RISK FACTORS

You should carefully consider and evaluate all of the information included in this proxy statement and the annexes attached to the proxy statement, including the risks described below and discussed under the section captioned “Risk Factors” and “Risk Factors Summary” contained in our most recent annual report on Form 10-K, quarterly report on Form 10-Q, and in our subsequent filings under the Exchange Act.

Any of these risks, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, financial condition and prospects, which in turn could materially and adversely affect the trading price of shares of our common stock. Stockholders should keep in mind that the risks below are not the only risks that are relevant to your voting decision. Additional risks not currently known or currently material to us may also harm our business.

Risks Related to the Asset Sale

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors when deciding whether to vote to approve the Asset Sale Proposal. You should also consider the information in our other reports on file with the SEC. See “Where You Can Find More Information.”

There can be no guarantees that the asset sale will be completed. Failure to complete, or unexpected delays in completing, the asset sale or any termination of the asset purchase agreement could have an adverse effect on our financial condition and results of operations.

The completion of the asset sale is subject to a number of conditions, including the approval of the asset sale by our stockholders, which make the completion and timing of the asset sale uncertain. See the section entitled “THE ASSET PURCHASE AGREEMENT—Conditions to Closing” for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the asset sale for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the asset sale will be satisfied or waived or that the asset sale will be completed.

In addition, either we or Cardurion may terminate the asset purchase agreement under certain circumstances, including if the asset sale is not completed by the outside date. In certain circumstances, upon termination of the asset purchase agreement, we would be required to pay a termination fee of $1,500,000 to Cardurion. For further discussion, see the section entitled “THE ASSET PURCHASE AGREEMENT—Termination Fee.”

If the asset sale is not completed, we may be adversely affected and, without realizing any of the benefits of having completed the asset sale, will be subject to a number of risks, including the following:

In addition, if the asset sale is not completed, we could be subject to litigation related to any failure to complete the asset sale or related to any enforcement proceeding commenced against us to perform our obligations under the asset purchase agreement. Any of these risks could materially and adversely impact our business, financial condition, results of operations and the trading price of shares of our common stock.

Similarly, delays in the completion of the asset sale could, among other things, result in additional transaction costs or other negative effects associated with delay and uncertainty about completion of the asset sale and could materially and adversely impact our business, financial condition, results of operations and the trading price of shares of our common stock.

The amount of consideration we will receive in the asset sale is subject to various risks and uncertainties.

In connection with the asset sale, Cardurion will assume certain liabilities with respect to the assets being acquired by Cardurion and pay to us (in addition to the upfront cash payment of $34,750,000 upon closing of the asset sale and $250,000 previously paid by Cardurion to us upon execution of a non-binding term sheet):

The consideration described above is subject to various risks and uncertainties. Whether the milestones will be achieved is subject to various risks and uncertainties, many of which are outside of the control of the parties, including adverse clinical developments.

Finally, the parties cannot predict what success, if any, Cardurion may have with respect to regulatory and sales milestones and, therefore there can be no guarantee that either of the milestones above will be achieved or that the milestone payments will ever be paid.

The asset purchase agreement limits our ability to pursue alternatives to the asset sale.

The asset purchase agreement contains provisions that make it substantially more difficult for us to sell the purchased assets to a party other than the Buyer. Specifically, we agreed not to solicit any acquisition proposals until the date of closing or the proper termination of the asset purchase agreement except that, subject to our obligation to pay the Buyer a termination fee of $1,500,000, at any time prior to obtaining stockholder approval of the asset sale, in response to a superior proposal or certain other intervening events, our board of directors may, among other actions, withdraw or materially modify its recommendation contained in this proxy statement or recommend the approval of an alternative acquisition proposal, if our board of directors concludes in good faith (after consultation with outside legal and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the our board of directors’ fiduciary duties under applicable law. In addition, the asset purchase agreement does not contain a right for us to terminate the asset purchase agreement in response to an intervening event or a superior proposal.

The failure to consummate the Asset Sale may materially and adversely affect our business, financial condition and results of operations.

Cardurion’s obligation to close the asset sale is subject to a number of conditions, including our stockholders’ approval of the Asset Sale Proposal. We cannot control some of these conditions and we cannot assure you that they will be satisfied or that Cardurion will waive any that are not satisfied. If the asset sale is not consummated, we may remainbe subject to a number of risks, including the following:

The occurrence of any of these events individually or in combination will likely materially and adversely affect our business, financial condition and results of operations, cause the market value of our common stock thatto significantly decline or become worthless and force us to file for bankruptcy protection, liquidate and windup our operations.

The failure to consummate the asset sale by the prescribed deadline will likely result in the asset sale being abandoned.

Either we or Cardurion may terminate the asset purchase agreement without penalty if (i) our stockholders do not approve the Asset Sale Proposal or (ii) if the asset sale is heldotherwise not completed by non-affiliates exceeds $700.0 million as of any June 30 before that timea specified date (unless such deadline is missed due to the failure by the party seeking termination to fulfill a material obligation under the asset purchase agreement). In the event the asset purchase agreement is terminated, the potential adverse effects from failing to consummate the asset sale discussed above would be implicated.

Our executive officers and directors may have interests in the asset sale other than, or if we have annual gross revenues of $1.07 billion or more in any fiscal year, we would ceaseaddition to, be an emerging growth company as of December 31 of the applicable year. We also would cease to be an emerging growth company if we issue more than $1.0 billion of non-convertible debt over a three-year period.

6

PARTIES TO THE ASSET SALE

Imara Inc.

Imara is a biopharmaceutical company that has nominated Edward R. Conner, M.D.been dedicated to developing and Carl Goldfischer, M.D., eachcommercializing novel therapeutics to treat patients suffering from serious diseases.

Imara Inc.

116 Huntington Avenue, 6th Floor

Boston, Massachusetts 02116

617-927-9989

Imara is a corporation organized under the laws of whomthe State of Delaware. Shares of Imara common stock are existing class Ilisted on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “IMRA.”

Cardurion Pharmaceuticals, Inc.

Cardurion is a clinical-stage biotechnology company focused on the discovery and development of novel, next-generation therapeutics for the treatment of heart failure and other cardiovascular diseases.

78 Blanchard Road

Suite 200

Burlington, MA 01803

617-863-8088

Cardurion is a corporation organized under the laws of the State of Delaware.

THE ASSET SALE

The following is a discussion of the asset sale. The description of the asset purchase agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the asset purchase agreement, which is attached as Annex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the asset sale that is important to you. You are encouraged to read the asset purchase agreement carefully and in its entirety, as it is the legal documents that governs the asset sale.

Background of the Proposed Asset Sale

In an effort to enhance stockholder value, our board of directors and uponmanagement regularly review and discuss our near and long-term operating and strategic priorities. Among other things, these reviews and discussions focus on the opportunities and risks associated with our development programs, financial condition and our strategic relationships and potential long-term strategic options.

On April 1, 2022 and April 3, 2022, our board of directors conducted a virtual meeting to review and discuss the results from interim analyses of our Ardent Phase 2b clinical trial of tovinontrine (IMR-687) in patients with sickle cell disease (“SCD”) and Forte Phase 2b clinical trial of tovinontrine in patients with ß-thalassemia. Based on the data generated by these interim analyses, our board of directors made the decision to discontinue the Ardent and Forte trials as well as the further development of tovinontrine in SCD and ß-thalassemia. After careful review and consideration, our board of directors determined to begin evaluating the prioritization of its programs and development pipeline, cash runway, and available alternatives, including strategic alternatives.

On April 5, 2022, we issued a press release disclosing the results of the interim analyses of the Ardent and Forte trials as well as the decision to discontinue the further development of tovinontrine in SCD and ß-thalassemia.

On April 10, 2022, our board of directors conducted a virtual meeting to consider and discuss potential future development of tovinontrine in heart failure with preserved ejection fraction (“HFpEF”). As part of this discussion, our board of directors engaged with key opinion leaders in heart failure on the potential risks and benefits of potential future development of tovinontrine in HFpEF. Our board of directors also engaged with its banking and legal advisors to discuss strategic alternatives for maximizing value for stockholders. As part of this discussion, the board of directors discussed a number of strategic options that might be available to us, including a potential reverse merger, asset sale and/or dissolution. At the conclusion of the meeting, the board of directors made the decision to not proceed with development of tovinontrine in HFpEF and to undertake a comprehensive assessment of our strategic options to maximize stockholder value.

On April 12, 2022, our board of directors approved a reduction in workforce designed to substantially reduce our operating expenses while we undertook a comprehensive assessment of strategic options to maximize stockholder value.

On April 14, 2022, we filed a Current Report on Form 8-K with the United States Securities and Exchange Commission (the “SEC”) disclosing the reduction in workforce and our plan to conduct a comprehensive assessment of strategic options to maximize stockholder value.

Beginning in April 2022 and continuing to date, our management, at the direction of the board of directors, has engaged in discussions with various third parties with respect to a potential strategic transaction. In furtherance of these efforts, on April 15, 2022, we entered into an engagement letter with SVB Securities LLC (“SVB Securities”) providing for SVB Securities to serve as our exclusive financial advisor in connection with our comprehensive assessment of strategic options to maximize stockholder value.

On April 22, 2022, at the direction of our board of directors, SVB Securities sent a process letter to approximately 113 companies seeking preliminary, non-binding indications of interest for a potential transaction. The process letter instructed that all such indications of interest should be submitted by May 6, 2022.

In addition to the process letter distributed by SVB Securities, between April 15, 2022 and May 1, 2022, members of our management reached out to approximately six additional parties soliciting interest in a potential asset acquisition of either tovinontrine or IMR-261. As part of this outreach, we contacted Cardurion on April 20, 2022 and suggested a follow-up meeting to provide information on tovinontrine to management of Cardurion.

On May 3, 2022, our management held an introductory virtual meeting with management from Cardurion to provide an introduction to tovinontrine, including the potential for tovinontrine as a treatment for cardiovascular indications.

On May 7, 2022, SVB Securities and members of our management began reviewing the 28 non-binding indications of interest received from third parties as of the May 6 deadline outlined in the process letter. SVB Securities further indicated that they expected a few additional non-binding indications of interest to be received from additional parties in the coming days. Each of the non-binding indications of interest called for a stock-for-stock merger with a privately held company in which shares constituting a majority of the post-closing outstanding shares of the resulting publicly traded entity would be issued to the stockholders of the privately held company, referred to as a reverse merger. Further, each non-binding indication of interest valued us for our expected closing cash, plus a variable premium for our Nasdaq listing that was generally between $5 million and $15 million. None of the non-binding indications of interest ascribed any additional value to our development programs, including tovinontrine or IMR-261.

On May 10, 2022, we opened a virtual data room for Cardurion to commence technical diligence on tovinontrine.

On May 11, 2022, our board of directors held a virtual meeting to discuss and consider the 28 non-binding indications of interest received, each calling for a reverse merger. SVB Securities presented to the board of directors information regarding the parties contacted, and initial responses. With the assistance of SVB Securities and members of our management, the board of directors evaluated each non-binding indication of interest based on, among other factors, assessments of each company’s (i) science and technology, (i) public company readiness, (iii) management, board and investor syndicate, (iv) ability to conduct a concurrent financing and (v) near term inflection points. Based on this evaluation, the board of directors instructed management to conduct presentations with eleven companies identified using the evaluation criteria and then to return to the board of directors with a recommendation of the nominatingtop three to five companies from this group for further consideration by the board of directors.

Company A, a privately held company, submitted a non-binding indication of interest on May 6, 2022 valuing us at $55 million, which was comprised of an expected cash balance at closing of $50 million and corporate governance committee, has also nominated Laura Williams, M.D., MPH$5 million for electionour Nasdaq listing. The non-binding indication of interest valued Company A at $120 million. Following submission of its proposal, representatives of Company A indicated to SVB Securities that Company A was interested in potential development of tovinontrine in cardiovascular indications alongside its internal programs. Company A further indicated that as a class I directorresult, it may be willing to ascribe additional value to tovinontrine as part of a reverse merger. On May 16, 2022, we opened a virtual data room to permit Company A to commence technical diligence on tovinontrine.

Between May 16, 2022 and May 20, 2022 members of our management held virtual presentations with twelve companies, including the eleven companies identified by our board of directors at the Annual Meeting. EachMay 11, 2022 meeting (including Company A), as well as one additional company who submitted a non-binding indication of interest after the May 11, 2022 Board meeting. At each meeting, the potential reverse merger candidates presented information to enable our management and board of directors to further evaluate each company under the criteria identified at the May 11, 2022 meeting of the board of directors.

On May 19, 2022, members of our management held a virtual meeting with management from Cardurion. At the meeting, Cardurion asked several questions resulting from its diligence review of information provided in the virtual data room. As part of the discussion, Cardurion indicated that it was not interested in a potential reverse merger, but that, subject to its ability to conduct additional due diligence, it would consider making an offer to acquire tovinontrine.

Between May 19, 2022 and June 6, 2022, we and our representatives commenced due diligence on each of the twelve potential reverse merger candidates who held presentations with our management. As part of the diligence, we and our representatives were granted access to multiple virtual data rooms, including a virtual data room hosted by Company A.

On May 25, 2022, we received a non-binding term sheet from Cardurion pursuant to which Cardurion would acquire our PDE9 program, including tovinontrine, and take assignment of our exclusive license agreement (the “Lundbeck Agreement) with H. Lundbeck A/S (“Lundbeck”). The foregoing proposed acquisition is collectively referred to herein as the asset sale. As consideration for the asset sale, Cardurion offered to make a $15 million upfront payment, as well as a $25 million milestone payment tied to commercialization of tovinontrine. Additionally, Cardurion indicated it would want to amend certain provisions of the Lundbeck Agreement and requested exclusivity with respect to a transaction involving our PED9 program for a period of sixty days.

On May 27, 2022, our board of directors met virtually to review and discuss the twelve presentations conducted by management with potential reverse merger candidates. As part of its evaluation, the board of directors continued to focus on the evaluation criteria established at the May 11, 2022 board of directors meeting. SVB Securities indicated that Company A had updated its initial non-binding indication of interest and was prepared to value us at $75 million, which was comprised of an expected cash balance at closing of $50 million, $20 million for tovinontrine and $5 million for our Nasdaq listing. Company A further decreased its valuation from $120 million to $110 million. The board of directors determined to further narrow the list of potential counterparties to five and instructed management to continue corporate and technical diligence on two companies identified as being in the top tier, including Company A, and to set up Board presentations with the remaining three for further consideration by the board of directors. The board of directors also reviewed the term sheet from Cardurion and instructed our management to continue negotiations on a potential asset sale alongside the reverse merger process.

On June 2, 2022, we responded to Cardurion’s non-binding term sheet for the proposed asset sale and increased the amount of the upfront payment from $15 million to $20 million and increased the $25 million milestone payment to $40 million. We also indicated that given the ongoing comprehensive assessment of strategic options to maximize stockholder value, including other parties interested in tovinontrine, we were unable to agree to exclusivity with respect to a transaction involving our PDE9 program at that time.

Between June 2, 2022 and June 10, 2022, representatives of our board of directors held virtual meetings with four potential reverse merger candidates. At each meeting, the potential reverse merger candidates presented further information to enable our management and board of directors to continue to evaluate each company under the criteria identified at the May 11, 2022 board of directors meeting.

On June 10, 2022, our board of directors held a virtual meeting to further discuss potential reverse merger candidates. As part of the discussion, the board of directors determined that Company A was at the top of the list of potential reverse merger candidates based on positive findings from diligence, potential synergies with tovinontrine and the improved economics in Company A’s non-binding indication of interest. The board of directors also noted that issues uncovered as part of diligence on a different potential reverse merger candidate previously viewed in the top-tier had removed that company from consideration. SVB Securities indicated that Company A had updated its non-binding indication of interest and was prepared to value us at $80 million, which was comprised of an expected cash balance at closing of $50 million, $25 million for tovinontrine and $5 million for our Nasdaq listing. Company A further decreased its valuation from $110 million to $90 million. The board of directors authorized our management to commence negotiations on a merger agreement with Company A and to inform Cardurion that while we remained interested in a potential asset sale, we were not able to enter into exclusivity with respect to a transaction involving our PDE9 program at that time.

After the meeting, Rahul Ballal, our Chief Executive Officer, spoke to Peter Lawrence, Chief Executive Officer of Cardurion, by telephone and informed Mr. Lawrence that while we remained interested in a potential asset sale, we were not able to enter into exclusivity with respect to a transaction involving our PDE9 program at that time.

On June 12, 2022, Adam Koppel, a director nominees haveof Cardurion, called David Bonita, a director of Imara, by telephone and requested that we provide an updated term sheet to Cardurion setting forth the economic terms pursuant to which we would consider entering into exclusivity to further negotiate the terms of a definitive agreement for the proposed asset sale.

During the week of June 13, 2022, we and our representatives continued technical, corporate and legal due diligence on Company A and held multiple diligence calls with management from Company A.

On June 14, 2022, we sent an updated non-binding term sheet to Cardurion for the proposed asset sale outlining the terms necessary for us to consider entering into exclusivity with respect to a transaction involving our PDE9 program. In light of the improved economic terms offered by Company A as part of a reverse merger that assigned value to tovinontrine, the non-binding term sheet for the asset sale increased the upfront payment from $20 million to $42 million and increased the $40 million commercial milestone payment to $50 million.

On June 16, 2022, Cardurion responded to our proposed non-binding term sheet for the asset sale and offered to make a $30 million upfront payment, a $7.5 million milestone payment tied to certain clinical development milestones, as well as a $50 million milestone payment tied to commercialization of tovinontrine. Additionally, the non-binding term called for exclusivity with respect to a transaction involving our PDE9 program for a period of 45 days.

On June 20, 2022, our board of directors held a virtual meeting to discuss the potential reverse merger with Company A as well as the proposed asset sale with Cardurion. The board of directors discussed the potential to increase the economic terms of each offer over that currently on the table. With respect to Company A, the board of directors considered the proposed equity split as part of the transaction, the size of a potential concurrent financing and the cash runway for the combined entity as compared to the potential data inflection points over the next 12-18 months. With respect to Cardurion, the board of directors considered the new milestone payment proposed by Cardurion as well as the proposed amendments to the Lundbeck Agreement requested by Cardurion. The board of directors determined to continue negotiations with both parties while our management and the board of directors collected further information with respect to outstanding questions on each potential deal.

On June 24, 2022, a subcommittee of our board of directors met with representatives from Cardurion to discuss and understand the clinical milestone proposed by Cardurion to be included as part of the consideration for the asset sale.

On June 24, 2022 and June 29, 2022, our board of directors held a virtual meeting to further discuss the potential reverse merger with Company A as well as the proposed asset sale with Cardurion. Company A indicated a willingness to serve asSVB Securities that it was prepared to value Imara at $80 million, which was comprised of an expected cash balance at closing of $50 million, $25 million for tovinontrine and $5 million for our Nasdaq listing. Company A further decreased its valuation to $80 million. The board of directors if elected. Ms. Agger, a current class I director, ishowever noted that questions remained about both the size and the pricing of the concurrent financing. Cardurion had not standing for re-election.

Nominees for Election as Class I Directors

The following table identifies our director nominees, and sets forth their principal occupation and business experience duringformally updated its offer over that from the last five years and their ages as of April 30, 2021.

Edward R. Conner, M.D. has served asprior term sheet, but had orally indicated to David Bonita, a member of our board of directors, since April 2020. Sincepotential for further improvement. The board of directors determined to go back to each party one final time to seek enhanced value and to reconvene to make a determination as to which transaction was in the best interest of Imara and our stockholders.

On July 2019, Dr. Conner has served as Senior Vice President and Chief Medical Officer at Audentes Therapeutics, Inc., an Astellas company and a genetic medicines company. From November 2016 to May 2019, he served as Senior Vice President and Chief Medical Officer at Sangamo Therapeutics, Inc., a biotechnology company. Dr. Conner served as Vice President, Clinical Development at Ultragenyx Pharmaceutical Inc., a pharmaceutical company, from January 2015 to October 2016, and in senior clinical and medical leadership positions at BioMarin Pharmaceutical Inc., a pharmaceutical company and at Genentech, Inc., a biotechnology company, prior to that. Dr. Conner earned his B.S. in Biology from Duke University and his M.D. from the University of California, San Francisco. We believe Dr. Conner is qualified to serve on2, 2022, our board of directors basedheld a virtual meeting to further discuss the potential reverse merger with Company A as well as the proposed asset sale with Cardurion. Company A’s offer remained consistent with that discussed at the June 29, 2022 board of directors meeting. While the board of directors had gained some clarity on his significant industry experience leading medicalthe pricing of the concurrent financing, the board of directors noted that questions remained about the size of the concurrent financing. Cardurion had increased its offer for the asset sale and proposed a $35 million upfront payment, a $10 million milestone payment tied to certain clinical development operations.

7milestones, as well as a $50 million milestone payment tied to commercialization of tovinontrine. Additionally, Cardurion requested an

Carl Goldfischer, M.D. has served asexclusivity period of 60 days with respect to a membertransaction involving our PDE9 program. As part of its discussion, our board of directors considered the benefits and risks of each transaction and the potential value to be received by stockholders in either cash (via Cardurion) or equity (via Company A). The board of directors also received a presentation from SVB Securities with respect to these proposals. After further discussion, the board of directors instructed our management to finalize a non-binding term sheet with Cardurion and decided to reconvene the board of directors to discuss the final terms before potentially proceeding into exclusivity with Cardurion on the proposed asset sale. The board of directors decision was based, in part, on the significant value for tovinontrine under the proposed asset sale with Cardurion, certain financing and valuation risks associated with Company A, and the understanding that we could continue to evaluate additional steps to take in addition to the proposed asset sale with Cardurion, including a reverse merger or business combination with a third-party other than Company A, as well as a possible dissolution.

On July 5, 2022, Company A informed us that it was no longer interested in pursuing a potential reverse merger with Imara.

On July 6, 2022, our board of directors held a virtual meeting to review the non-binding term sheet with Cardurion, which remained substantially similar to that discussed at the July 2, 2022 board of directors meeting. Following discussion, the board of directors endorsed the term sheet and authorized us to enter into exclusivity with respect to a transaction involving our PDE9 program for a period of 60 days. The board of directors further instructed SVB Securities to explore potential additional reverse merger candidates who might be interested in a transaction with us as a result of us having a higher expected closing cash balance when factoring in the asset sale.

On July 8, 2022, we executed the non-binding term sheet with Cardurion calling for the asset sale in exchange for a $35 million upfront payment, a $10 million milestone payment tied to certain clinical development milestones, as well as a $50 million milestone payment tied to commercialization of tovinontrine. The non-binding term sheet also called for certain amendments to the Lundbeck Agreement and provided for a 60 day exclusivity period with respect to a transaction involving our PDE9 program.

Between July 21, 2022 and September 6, 2022, we, Cardurion and our respective representatives negotiated definitive agreements for the asset sale. These included an asset purchase agreement, an amendment to the Lundbeck Agreement setting forth specified amendments to the Lundbeck Agreement outlined in the non-binding term sheet, and an Assignment and Assumption Agreement providing for the assignment of the Lundbeck Agreement to Cardurion. Among the material terms negotiated included those related the process for obtaining approval from our stockholders, the ability for our board of directors to change its recommendation under various circumstances, the right of each party to terminate the asset purchase agreement in certain cases (and the fee payable in certain circumstances), the conditions to each party’s obligation to complete the transaction and post-closing indemnification obligations. During the course of this period, Dr. Ballal engaged in several conversations with representatives from Lundbeck regarding the amendment to the Lundbeck Agreement and the Assignment and Assumption Agreement.

On September 1, 2022, our board of directors held a virtual meeting at which members of our management, representatives of SVB Securities and representatives of WilmerHale were present. During the meeting, WilmerHale made a presentation to our board of directors regarding the fiduciary duties of the board of directors, and members of management made a presentation regarding the material terms of the asset purchase agreement.

On September 6, 2022, our board of directors held a virtual meeting at which members of our management, representatives of SVB Securities and representatives of WilmerHale were present. During the meeting, SVB Securities made a financial presentation to our board of directors. Following discussion with the directors, SVB Securities then rendered to the board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 6, 2022, that, as of such date and based upon and subject to the assumptions made, and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its

opinion, the consideration to be paid to Imara pursuant to the terms of the asset purchase agreement was fair, from a financial point of view, to Imara. The board of directors then discussed various considerations with respect to the proposed transaction, as summarized under “Imara Reasons for the Asset Sale and Recommendation of the Imara Board of Directors”. Following discussion and the presentations, the board of directors approved the asset purchase agreement and the transactions contemplated by the asset purchase agreement.

Subsequently on September 6, 2022, Cardurion and Imara entered into the asset purchase agreement. On September 7, 2022 in advance of the Nasdaq opening for trading, we filed a current report on Form 8-K with the SEC announcing the execution of the asset purchase agreement.

We previously initiated a comprehensive assessment of strategic options to maximize stockholder value. Following the asset sale, we expect to continue to evaluate our strategic alternatives.

Reasons for the Asset Sale and Recommendation of Our Board of Directors

Our board of directors unanimously: (i) determined that the asset sale is advisable and in the best interests of us and our stockholders, (ii) approved the asset purchase agreement and the asset sale, and (iii) recommended that our stockholders vote in favor of the approval of the asset sale.

In the course of reaching that determination and recommendation, the board of directors considered a number of potentially supportive factors in its deliberations including:

In the course of its deliberations, our board of directors also considered a variety of risks and other countervailing factors, including:

The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but does set forth the material factors considered by the board of directors. The board of directors reached the unanimous conclusion to approve the asset purchase agreement in light of the various factors described above and other factors that each member of the board of directors and memberfelt were appropriate. In view of the executive committeewide variety of Bay City Capital LLC, or Bay City Capital, a life sciences investment firm, since January 2000. Prior to joining Bay City Capital, Dr. Goldfischer was Chief Financial Officer and VP of Finance and Strategic Planning of ImClone Systems Inc., a biopharmaceutical company. Dr. Goldfischer has served onfactors considered by the board of directors in connection with its evaluation of Epizyme, Inc., a public biopharmaceutical company, since September 2009. He has previously served onthe asset sale and the complexity of these matters, the board of directors did not consider it practical, and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of EnteroMedics Inc., now ReShape Lifesciences Inc., a public medical device company, from 2004any particular factor, was favorable or unfavorable to September 2017, MAP Pharmaceuticals, Inc., a biopharmaceutical company, from 2004the ultimate determination of the board of directors. Rather, the board of directors made its recommendation based on the totality of information presented to 2011it and Poniard Pharmaceuticals, Inc., a public biopharmaceutical company, from 2000the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to 2012. Dr. Goldfischer received his B.A.different factors.

After evaluating these factors and consulting with its legal counsel and its financial advisors, the board of directors determined that the asset purchase agreement was fair to and in Liberal Arts from Sarah Lawrence College and his M.D. with honors in scientific research from Albert Einstein Collegethe best interests of Medicine at Yeshiva University. We believe Dr. Goldfischer is qualified to serve onImara. Accordingly, our board of directors based on his experience as chief financial officer at ImClone Systems and his role on several public and private boardsunanimously approved the asset purchase agreement. The board of directors unanimously recommends that you vote “FOR” the approval of the asset purchase agreement.

Opinion of Imara’s Financial Advisor

Introduction

Imara retained SVB Securities LLC, hereinafter SVB Securities, as its financial advisor in connection with the asset sale transaction contemplated by the asset purchase agreement. In connection with this engagement, the Imara board of directors requested that SVB Securities evaluate the fairness, from a financial point of view, to Imara of the consideration proposed to be paid to Imara pursuant to the terms of the asset purchase agreement. On September 6, 2022, SVB Securities rendered to the Imara board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 6, 2022, that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion, the consideration proposed to be paid to Imara pursuant to the terms of the asset purchase agreement was fair, from a financial point of view, to Imara.

The full text of the written opinion of SVB Securities, dated September 6, 2022, which describes the assumptions made and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The summary of the written opinion of SVB Securities set forth below is qualified in its entirety by the full text of the written opinion attached hereto as Annex B. SVB Securities’ financial advisory services and opinion were provided for the information and assistance of the Imara board of directors (in their capacity as directors

and not in any other capacity) in connection with and for purposes of the Imara board of directors’ consideration of the asset sale transaction and the opinion of SVB Securities addressed only the fairness, from a financial point of view, as of the date thereof, to Imara of the consideration proposed to be paid to Imara pursuant to the terms of the asset purchase agreement. The opinion of SVB Securities did not address any other term or aspect of the asset purchase agreement or the asset sale transaction and does not constitute a recommendation to any stockholder of Imara as to whether or how such holder should vote with respect to the asset sale transaction or otherwise act with respect to the asset sale transaction or any other matter.

The full text of the written opinion of SVB Securities should be read carefully in its entirety for a description of the assumptions made and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, SVB Securities reviewed, among other things:

SVB Securities also conducted discussions with members of the senior management of Imara and its advisors and representatives regarding the Internal Data as well as his experiencethe past and current business, operations, financial condition and prospects of the Business. SVB Securities also conducted such other financial studies and analyses and took into account such other information as SVB Securities deemed appropriate.

SVB Securities assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by SVB Securities for purposes of its opinion and, with Imara’s consent, SVB Securities relied upon such information as being complete and accurate. In that regard, SVB Securities was advised by Imara, and assumed, at Imara’s direction, that the Internal Data (including, without limitation, the Forecast) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Imara as to the matters covered thereby and SVB Securities relied, at Imara’s direction, on the Internal Data for purposes of SVB Securities’ analysis and its opinion. SVB Securities expressed no view or opinion as to the Internal Data (including, without limitation, the Forecast) or the assumptions on which they were based. In addition, at Imara’s direction, SVB Securities did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Imara or Cardurion, nor was SVB Securities furnished with any such evaluation or appraisal, and SVB Securities was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Imara or Cardurion. SVB Securities also relied, at the direction of Imara, upon the assessments of senior management of Imara as to the probability of, and the expected timing of, the occurrence of each of the Milestone Events giving rise to the Milestone Payments.

SVB Securities assumed, at Imara’s direction, that the final executed asset purchase agreement would not differ in investingany respect material to SVB Securities’ analysis or its opinion from the last draft of the asset purchase

agreement reviewed by SVB Securities. SVB Securities also assumed, at Imara’s direction, that the representations and warranties made by Imara and Cardurion in healthcare companies.the asset purchase agreement and the related agreements were and would continue to be true and correct in all respects material to SVB Securities’ analysis. Furthermore, SVB Securities assumed, at Imara’s direction, that the asset sale transaction would be consummated on the terms set forth in the asset purchase agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to SVB Securities’ analysis or SVB Securities’ opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the asset sale transaction, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to SVB Securities’ analysis or SVB Securities’ opinion. SVB Securities did not evaluate and did not express any opinion as to the solvency or fair value of Imara or Cardurion, or their respective abilities to pay their obligations when they come due, or as to the impact of the asset sale transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency, or similar matters. SVB Securities is not a legal, regulatory, tax or accounting advisor, and SVB Securities expressed no opinion as to any legal, regulatory tax or accounting matters. SVB Securities expressed no view or opinion as to the price or range of prices at which the shares of stock or other securities or instruments of Imara or any third party may trade at any time, including subsequent to the announcement or consummation of the asset sale transaction.

Laura Williams, M.D., MPH, has been nominatedThe opinion of SVB Securities expressed no view as to, and did not address, Imara’s underlying business decision to proceed with or effect the asset sale transaction, or the relative merits of the asset sale transaction as compared to any alternative business strategies or transactions that might be available to Imara or in which Imara might engage. SVB Securities was not requested to, and did not, solicit third party indications of interest in the possible acquisition of the Business. The opinion of SVB Securities was limited to and addressed only the fairness, from a financial point of view, as of the date of its opinion, to Imara of the consideration proposed to be paid to Imara pursuant to the terms of the asset purchase agreement. SVB Securities was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the asset purchase agreement or the other transactions contemplated by ourthe asset purchase agreement, including, without limitation, the structure or form of the asset sale transaction or the other transactions contemplated by the asset purchase agreement, or any other agreements or arrangements contemplated by the asset purchase agreement or entered into in connection with or otherwise contemplated by the asset sale transaction or the other transactions contemplated by the asset purchase agreement, including, without limitation, the fairness of the asset sale transaction or any other term or aspect of the asset sale transaction to, or any consideration to be received in connection therewith by, or the impact of the asset sale transaction on, the holders of any other class of securities, creditors or other constituencies of Imara or any other party. In addition, SVB Securities expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Imara or any other party, or class of such persons in connection with the asset sale transaction or the other transactions contemplated by the asset purchase agreement, whether relative to the consideration to be paid to Imara pursuant to the terms of the asset purchase agreement or otherwise. The opinion of SVB Securities was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to SVB Securities as of, the date of its written opinion, and SVB Securities does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of its opinion. SVB Securities’ opinion does not constitute a recommendation to any stockholder of Imara as to whether or how such stockholder should vote or otherwise act with respect to the asset sale transaction or any other matter.

SVB Securities’ financial advisory services and its opinion were provided for the information and assistance of the Imara board of directors to serve(in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the asset sale transaction and the other transactions contemplated by the asset purchase agreement. SVB Securities’ opinion was approved by the SVB Securities LLC Fairness Opinion Review Committee.

Summary of Financial Analyses

The following is a class I director. Since November 2020, Dr. Williams has served assummary of the Senior Vice President, Global Therapeutic Strategiesmaterial financial analyses prepared by SVB Securities and Patient Advocacy for Ardelyx, Inc., a biopharmaceutical company. Prior to Ardelyx, she served as Senior Vice President and Head of Clinical Development and Biostatistics at AMAG Pharmaceuticals, Inc., a pharmaceutical company, from September 2017 until January 2020. From September 2016 to August 2017, Dr. Williams served as Vice President of Clinical Development at Myovant Sciences Ltd., a healthcare company. From 1998 to July 2016, Dr. Williams served in roles of increasing responsibility at AbbVie, Inc. (formally Abbott Laboratories), a biopharmaceutical company. Dr. Williams received her B.S. from Mississippi State University, her M.D. fromreviewed with the University of Iowa and MPH in Epidemiology from the University of Washington. We believe Dr. Williams is qualified to serve on ourImara board of directors in connection its opinion, which was delivered orally to the Imara board of directors on September 6, 2022 and subsequently confirmed in its written opinion, dated September 6, 2022. For purposes of the analyses described below, SVB Securities was directed to rely upon the Internal Data, including the Forecast and relied, at the direction of Imara, upon the assessments of senior management of Imara as to the probability of, and the expected timing of, the occurrence of each of the Milestone Events giving rise to the Milestone Payments.. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, SVB Securities, nor does the order of the analyses described below represent the relative importance or weight given to those analyses by SVB Securities. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. In arriving at its opinion, SVB Securities did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Accordingly, SVB Securities believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying SVB Securities’ financial analyses and its opinion.

SVB Securities may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be the view of SVB Securities as to the actual value of the Purchased Assets. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by SVB Securities. In its analyses, SVB Securities made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Imara or any other parties to the asset sale transaction and the other transactions contemplated by the asset purchase agreement. None of Imara, SVB Securities or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on her significant strategicmarket data, is based on market data as it existed on or before September 6, 2022 and clinical development experience,is not necessarily indicative of current market conditions.

SVB Securities’ financial analyses and opinion were only one of many factors taken into consideration by the Imara board of directors in its evaluation of the asset sale transaction, as described under the section “THE ASSET SALE - Reasons for the Asset Sale and Recommendation of Our Board of Directors.” Consequently, the analyses described above should not be viewed as determinative of the views of the Imara board of directors or management of Imara with respect to the consideration or as to whether the Imara board of directors would have been willing to determine that a different consideration was fair. The consideration, as well her experience with patient advocacy.as the type of consideration payable in the asset sale transaction, was determined through arm’s-length negotiations between Imara and Cardurion and was approved by the Imara board of directors. SVB Securities provided advice to Imara during these negotiations. However, SVB Securities did not recommend any specific consideration or other financial terms to Imara or the Imara board of directors or that any specific consideration or other financial terms constituted the only appropriate consideration for the asset sale transaction.

Vote RequiredValuation Analysis – Discounted Cash Flow

The nomineesA discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets.

“Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors, and then adding the present value equivalent of the terminal value of the business at the end of the applicable projection period. SVB Securities performed a discounted cash flow analysis to calculate the estimated present value of the stand-alone, unlevered, after-tax free cash flows that the Purchased Assets were forecasted to generate from September 30, 2022 through December 31, 2040, which unlevered, after-tax free cash flows were derived from the Forecast on which SVB Securities relied (see “Certain Unaudited Prospective Financial Information”). SVB Securities estimated the net present value of unlevered, after-tax free flows after fiscal year 2040 by assuming an annual decline of 50% of such cash flows in perpetuity, at the direction of Imara management. These cash flows were discounted to present value as of September 30, 2022, using a discount rate ranging from 10% to 12%, determined based on SVB Securities’ professional judgment and experience.

This analysis resulted in an implied equity value for class I director who receive the most votes FOR election (also knownPurchased Assets of approximately $7 million to $38 million, as compared to the consideration payable by Cardurion of $35 million, plus the estimated net present value of the Milestone Payments of $9-10 million based upon the assessment of senior management of Imara as to the probability of, and the expected timing of, the occurrence of each of the Milestone Events giving rise to the Milestone Payments.

General

SVB Securities LLC is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. SVB Securities has provided certain investment banking services to Imara from time to time, for which it has received compensation. In the past two years, SVB Securities served as a plurality) will be elected. You may vote either FOR alljoint book-running manager for the nominees, FOR any onefollow-on equity offering that Imara conducted in July 2021, and as placement agent and financial advisor to Cardurion for an October 2021 private placement of securities. In the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any oneordinary course of the nominees. Votes that are withheld will not be includedbusiness, SVB Securities and its affiliates have in the vote tallypast provided, currently are providing and may in the future provide investment banking and commercial banking services to Imara, Cardurion or their respective affiliates and would expect to receive customary fees for the electionrendering of directors. A bank, brokersuch services. In the ordinary course of their trading and brokerage activities, SVB Securities or its affiliates have in the past and may in the future hold positions, for their own account or the accounts of their customers, in equity, debt or other nominee does not have authoritysecurities of Imara, Cardurion or their respective affiliates.

Consistent with applicable legal and regulatory requirements, SVB Securities has adopted policies and procedures to vote your unvoted shares held byestablish and maintain the firms in street name for the electionindependence of directors.its research department and personnel. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect onSVB Securities’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Imara and the resultsasset sale transaction and other participants in the asset sale transaction that differ from the views of this vote.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EDWARD R. CONNER, M.D., CARL GOLDFISCHER, M.D. AND LAURA WILLIAMS, M.D., MPH AS CLASS I DIRECTORS FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2024.

8

customary in business developmenttransactions of this nature, were negotiated at arm’s length between SVB Securities and Imara, and the Broad Institute of Massachusetts Institute of Technology, a biomedical and genomic research center, from September 2009 to March 2011. Dr. Ballal was also the founder and CEO of Redmind LLC, a venture backed data analytics startup that was sold to Ikimbo Inc. in June 2002. Dr. Ballal received his Ph.D. in biochemistry and molecular biology from Georgetown University, his M.S. in biotechnology from Johns Hopkins University and his B.A. in biology from Brown University. We believe Dr. Ballal is qualified to serve on ourImara board of directors based on his broad experience inwas aware of the life sciences industry, including in various investment, operating and leadership roles.arrangement.

Barbara J. Dalton, Ph.D.Certain Unaudited Prospective Financial Information has served

Imara does not, as a membermatter of our boardcourse, develop or publicly disclose long-term projections as to future performance, revenues, earnings or other results due to, among other reasons, the unpredictability and uncertainty of directors since January 2016. Dr. Dalton is the Vice President of Venture Capital for Pfizer Ventures, the venture capital group of Pfizer Inc.underlying assumptions and estimates. However, in connection with its affiliates, a holder of more than 5% of our voting securities, since she joined Pfizer in 2007. She serves on the board of Artios Ltd., Cydan, Ixchelsis Ltd, AMRA Medical and Second Genome, which are all private independent biopharmaceutical companies. Barbara also serves on several other Pfizer Venture Investments portfolio companies as a board observer. Dr. Dalton began her pharmaceutical career as a Research Scientist in Immunology at SmithKline Beecham Ltd. (formerly SmithKline and French Laboratories), a pharmaceutical company that merged with Glaxo Holdingscomprehensive strategic review, Imara management provided certain unaudited prospective financial information for tovinontrine (the “tovinontrine projections”) to become GSK, and joined their venture capital group, SR One, Ltd., in the early 1990s. She was also a founding member and Partner with EuclidSR Partners LP, a private venture capital firm, where SmithKline was a leading limited partner. She received her Ph.D. in microbiology and immunology from The Medical College of Pennsylvania (now the Drexel University College of Medicine) and received her B.S. in General Science from Pennsylvania State University. We believe Dr. Dalton is qualified to serve on our board of directors based on her research background, her past role on several public and private boards of directors, as well as her extensive experience in venture investing in healthcare companies.

Sara Nayeem, M.D. has served as a member of our board of directors since January 2016. Dr. Nayeem has been a partner at Avoro Capital Advisors, an investment firm, since February 2021. From October 2015 to February 2021, Dr. Nayeem served as a Partner at New Enterprise Associates, Inc., a venture capital firm and, with its affiliates, a holder of more than 5% of our voting securities. From January 2009 to October 2015, Dr. Nayeem held other positions at New Enterprise Associates. Prior to joining New Enterprise Associates, Dr. Nayeem was an Associate with Merrill Lynch and Co. Inc.’s Global Healthcare Group from August 2006 to January 2009.

9

Except to the extent required by applicable federal securities laws, we do not ratify this appointment,intend, and expressly disclaim any responsibility, to update or otherwise revise the audit committee will reconsider whethertovinontrine projections to retain Ernst & Young LLP. Ifreflect circumstances existing after the selectiondate the tovinontrine projections were prepared or to reflect the occurrence of Ernst & Young LLP is ratified,future events or changes in general economic or industry conditions, even in the audit committee, in its discretion, may directevent that any of the appointment of a different independent registered public accounting firm at any time it decides that such a change wouldassumptions underlying tovinontrine are shown to be in error.

In light of the best interestforegoing factors and the uncertainties inherent in the tovinontrine projections, Imara stockholders are cautioned not to unduly rely on any of our companythe tovinontrine projections included in this proxy statement.

Certain of the measures included in the tovinontrine projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and our stockholders.non-GAAP financial measures as used by Imara may not be comparable to similarly titled amounts used by other companies.

A representative of Ernst & Young LLP is expected to virtually attendThe following table summarizes the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from our stockholders.

We incurred the following fees from Ernst & Young LLPunaudited prospective financial information for the audittovinontrine provided to the Imara board of directors in connection with its evaluation of the consolidatedasset sale and to representatives of SVB Securities for use in connection with their respective financial statementsanalyses and for other services provided duringtheir respective written opinions as described in the years ended December 31, 2020 and 2019.section “THE ASSET SALE—Opinion of Imara’s Financial Advisors” beginning on page 25 of this proxy statement:

Tovinontrine U.S. Revenue assumes continued investment in the tovinontrine Pre-Approval(IMR-687) Policiesprogram. The projected tovinontrine revenues for the treatment of heart failure with preserved ejection fraction (HFpEF) in the United States, with a gross price at launch of $55,000. The revenue figures also assume a 25% gross-to-net discount.

The following table summarizes the risk-adjusted, probability of success tovinontrine projections based on the tovinontrine projections provided by management of Imara.

These risk-adjusted forecasts factor in a 45% probability of success of tovinontrine advancing to Phase 3 clinical trials, and a revenue adjustment to account for a 20% probability of success for years 2027-2040.

Though presented with numerical specificity, the unaudited prospective financial information described reflect numerous assumptions and estimates as to future events made by the management of Imara. In preparing the unaudited prospective financial information, Imara made certain assumptions and estimates regarding, among other things, as applicable, the gross price at launch of tovinontrine, associated cost assumptions, and tax rate assumptions. At the time such unaudited prospective financial information was prepared, Imara’s management believed such assumptions and estimates were reasonable.

IMARA DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Appraisal Rights

No appraisal rights or dissenters’ rights are available to our stockholders under Delaware law or our certificate of incorporation in connection with the asset sale.

Accounting Treatment of the Asset Sale

The audit committeeasset sale will be accounted for as a “sale” by Imara, as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes.

THE ASSET PURCHASE AGREEMENT

The following is a summary of the material terms and conditions of the asset purchase agreement. This summary does not purport to be complete and may not contain all of the information about the asset purchase agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the asset purchase agreement, a copy of which is attached to this proxy statement as Annex A. We encourage you to read the asset purchase agreement carefully and in its entirety because it is the legal document that governs the asset sale.

Purchase and Sale of Assets

Purchased Assets

Upon the terms and subject to the conditions of the asset purchase agreement, we are required to sell, convey, assign, transfer and deliver to Cardurion all of our rights, title and interest as of the completion of the asset sale in the following (the “purchased assets”):

Excluded Assets

No rights, title or interest is being sold, assigned, transferred, conveyed or delivered to Cardurion in or to (a) any of our property and assets that are not purchased assets (including any and all amounts of our cash and cash equivalents), (b) any rights or claims we have under the asset purchase agreement or any ancillary agreement, (c) our assets exclusively related to IMR-261 or (d) assets of any third party with whom we enter into a transaction on or after the execution date pursuant to which it becomes (or will become) an affiliate of such third party.

Assumption and Transfer of Liabilities

Assumed Liabilities

Subject to the terms and conditions of the asset purchase agreement, at the completion of the asset sale, Cardurion has agreed to assume the following liabilities (the “assumed liabilities”):

Excluded Liabilities

We will retain, and will be responsible for paying, performing and discharging when due, and Cardurion will not assume or have any responsibility for paying, performing or discharging, any of our liabilities and those of our affiliates other than the assumed liabilities (the “excluded liabilities”), including the following liabilities of Imara:

Consideration for the Asset Sale

As consideration for the asset sale, Cardurion has agreed to pay to us consideration as described below.

At the completion of the asset sale, Cardurion will pay us $34,750,000 in cash, in addition to $250,000 previously paid by Cardurion upon execution of a non-binding term sheet. Cardurion also would be obligated to pay a one-time payment of $10,000,000 that would become payable if Cardurion achieves a proof-of-concept milestone or other specified clinical milestones and a $50,000,000 potential future one-time payment that would become payable if Cardurion achieves specified regulatory and/or commercial milestone events, in each case as described in the asset purchase agreement and subject to the terms of the asset purchase agreement.

Non-Solicitation of Alternative Acquisition Proposals

Subject to certain exceptions, we have agreed that we will not, and will not authorize or permit any of our affiliates or any of our or our affiliates’ officers, directors, employees, representatives or agents, directly or indirectly, to:

We agreed to immediately cease and cause to be terminated, and cause our affiliates and their respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted with respect to, or that would reasonably be expected to lead to, an acquisition proposal.

For purposes of the asset purchase agreement, an “acquisition proposal” is any proposal, indication of interest or offer from any person or group of persons, other than Cardurion or any of its affiliates, relating to (a) any direct or indirect acquisition or purchase of any of the purchased assets; and (b) direct or indirect acquisition or issuance (whether in a single transaction or a series of related transactions) of fifteen percent (15%) or more of any class of equity or voting securities of Imara (including by tender offer, exchange offer, merger, amalgamation, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series of related transactions); provided that, such proposal, indication of interest or offer will not be an acquisition proposal if our obligations with respect to such acquisition or issuance would not adversely affect our ability to perform our obligations under the asset purchase agreement and/or consummate the transactions contemplated by the asset purchase agreement.

Notwithstanding anything to the contrary contained in the asset purchase agreement, if after the date of the asset purchase agreement and prior to obtaining the required approval of our stockholders for the asset sale, we receive a bona fide written acquisition proposal from any person that did not result from a material breach of the non-solicitation obligations of the asset purchase agreement, that our board of directors determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a superior proposal (as defined below), and that the failure to take such action would reasonably be expected to be inconsistent with the our board of directors’ fiduciary duties under applicable law, then we and our representatives may, in response to such acquisition proposal, and subject to certain conditions:

provided, that, (i) prior to renderfurnishing or causing to be furnished, any audit or non-audit service unless either the service is approved in advance by the audit committee,nonpublic information related to Imara or the engagementpurchased assets to rendersuch person, we will, to the service is enteredextent we have not already done so, enter into a confidentiality agreement with the person or persons making such acquisition proposal that (A) does not contain any provision that would prevent us from complying with its obligation to provide any disclosure to Cardurion required pursuant to the audit committee’s pre-approval policiesterms of the asset purchase agreement and procedures. Notwithstanding(B) contains confidentiality provisions no less favorable in the foregoing, pre-approval isaggregate to us than those contained in the confidentiality agreement between us and Cardurion as in effect immediately prior to the execution of the asset purchase agreement, and (ii) promptly following furnishing any such nonpublic information to such person, we furnish or makes available such nonpublic information to Cardurion (to the extent such nonpublic information has not requiredbeen previously so furnished or made available to Cardurion or its representatives).

We will promptly (and in no event later than twenty-four hours after receipt by us) notify Cardurion in writing in the event that we receive an acquisition proposal, including the identity of the person or group of persons making such acquisition proposal and the material terms and conditions of any such acquisition proposal (including an unredacted copy of any written materials). We will keep Cardurion reasonably informed, on a prompt basis (and,

in any event, within forty-eight hours after knowledge of the applicable developments by an officer or director of Imara), of any material amendments or material developments with respect to the provision of services, other than audit, review or attest services, by the independent auditor if the aggregate amount of allany such services is no more than 5% of the total amount paid by usacquisition proposal (including any change to the independent auditor during the fiscal year in which the services are provided, such services were not recognized by us at the time of the engagement to be non-audit services and such services are promptly brought to the attention of the audit committee and approved prior to completion of the audit by the audit committee.

12

Whether or not there is an adverse recommendation change in response to an intervening event, unless the asset purchase agreement has been terminated in accordance with its terms, our board of directors will submit the asset purchase agreement for approval by the Imara stockholders.

For purposes of the asset purchase agreement, “intervening event” means any material circumstance, event, change or occurrence (other than an acquisition proposal) that (a) was not known on the date of the asset purchase agreement (or if known, the consequences of which were not known or the magnitude of which was not known to our board of directors on the date of the asset purchase agreement), which material circumstance, event, change or occurrence becomes known to our board of directors prior to the receipt of the Imara stockholder approval, and (b) does not relate to an acquisition proposal.

Superior Proposal

Prior to approval by the Imara stockholders of the asset sale, and subject to certain additional conditions set forth in the asset purchase agreement, our board of directors may make an adverse recommendation change in response to a superior proposal, if (and only if) prior to taking such action, the board of directors has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that a failure to take action could reasonably be expected to be inconsistent with the fiduciary duties of the board of directors under applicable law; provided that, prior to taking such actions:

Whether or not there is an adverse recommendation change in response to a superior proposal, unless the asset purchase agreement has been terminated in accordance with its terms, our board of directors must submit the asset sale for approval by the Imara stockholders.

For purposes of the asset purchase agreement, “superior proposal” means any bona fide, written acquisition proposal made after the date of the asset purchase agreement (with all references to “fifteen percent (15%)” in the definition of acquisition proposal being deemed to be references to “fifty percent (50%)”), other than the asset purchase agreement and the transactions contemplated by the asset purchase agreement, on terms that our board of directors deemed relevantdetermines in determining hisgood faith, after consultation with our outside financial advisors and outside legal counsel, taking into account the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such proposal or her independence,offer, including the beneficial ownership of our capital stock by each director. Dr. Ballal is not an independent director under these rules because he is our Presidentfinancing terms thereof, and Chief Executive Officer. Oursuch other factors as the board of directors had also previously determined that James McArthur was not an independent directorconsiders to be relevant, to be more favorable to Imara or Imara’s stockholders from a financial point of view than the transactions contemplated by the asset purchase agreement (taking into account any revisions pursuant to the asset purchase agreement).

Representations and Warranties

Our representations and warranties to Cardurion in the purchase agreement relate to, among other things:

Cardurion’s representations and warranties to us in the purchase agreement relate to, among other things:

Required Efforts to Consummate the Asset Sale

We and Cardurion agreed to use reasonable best efforts to satisfy the respective conditions precedent to the closing set forth in the asset purchase agreement and to cause the closing to occur as defined under applicable Nasdaq rulespromptly as practicable after

the date of the asset purchase agreement. Without limitation of the foregoing but subject to the terms of the asset purchase agreement, each party will (a) take all actions within its control to obtain, or cause to be obtained, as promptly as practicable after the execution date and in any event prior to his resignationthe outside date, all consents, authorizations, orders and approvals from all governmental authorities that are, in any case, required and/or otherwise necessary for the execution and delivery by such party of the asset purchase agreement and the ancillary agreements and the performance of its obligations pursuant to the asset purchase agreement and the ancillary agreements and the transactions contemplated by the asset purchase agreement and the ancillary agreements and to resolve any governmental investigations, including by making, or causing to be made, all filing and submissions to governmental authorities as may be required or advisable and (b) reasonably cooperate with the other party and its affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals and will not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any such required consents, authorizations, orders and approvals. To the fullest extent permitted by law, the parties have agreed to (i) keep each other apprised of all substantive communications with governmental authorities, (ii) afford each other the opportunity to comment on any draft submissions or presentations to governmental authorities, and (iii) consider in good faith any comments the other party may have on such submissions or presentations.

Notwithstanding anything to the contrary in the asset purchase agreement, the obligation of Cardurion to use “reasonable best efforts” for purposes of the asset purchase agreement with respect to any governmental investigation will include the voluntary submission of available documents and information to a governmental authority, advocacy in support of the transactions contemplated by theasset purchase agreement, and consultation with our counsel on interaction with such governmental authority, but will not include producing documents or information in response to, or otherwise complying with, any subpoena, civil investigative demand, second request for information, or any other compulsory process that may be issued by any governmental authority, and will not require Cardurion to engage in electronic discovery or to retain non-lawyer outside expert consultants in support of the resolution of any governmental investigation. In addition, under no circumstances will Cardurion be required to take, or commit to take, any action that would hinder its ongoing or future business operations, including its unfettered ownership, operation, or disposal of the purchased assets, in order to resolve any government investigation, including the divestiture, separation, discontinuance, or modification of any of Cardurion’s assets, contractual arrangements, or business practices, or to agree, or to commit to agree, to any limitations or notice requirements relating to Cardurion’s current or future business plans, including future transactions.

Conduct of Imara’s Business

During the period commencing on the date of the asset purchase agreement and continuing until the earlier of the closing date or the termination of the asset purchase agreement, except as Cardurion will otherwise agree in writing, we will use commercially reasonable efforts to:

During the period commencing on the date of the asset purchase agreement and continuing until the earlier of the closing date or the termination of the asset purchase agreement, except as Cardurion will otherwise agree in writing (which agreement will not be unreasonably withheld, conditioned or delayed), we will not:

Indemnification

We agreed to defend Cardurion and its directors, officers, stockholders, employees and agents (the “Cardurion indemnified parties”), at our cost and expense, and will indemnify and hold the Cardurion indemnified parties harmless from and against any losses resulting from, arising out of or otherwise relating to:

Cardurion has agreed to defend us, our affiliates and our (and our affiliates’) directors, officers, stockholders, employees and agents (the “Imara indemnified parties”), at Cardurion’s cost and expense, and will indemnify and hold the Imara indemnified parties harmless from and against any losses resulting from, arising out of or otherwise relating to:

The fundamental representations and warranties of Imara will survive until sixty (60) days after the applicable statute of limitations, the representations and warranties of Imara with respect to IP and regulatory matters will survive for a period of two (2) years following the closing date, and all other representations and warranties of Imara will survive for a period of eighteen (18) months after the closing date.

Notwithstanding anything to the contrary in the asset purchase agreement, no indemnifying person will have any liability until the aggregate losses of such indemnified person exceed a specified dollar threshold, after which the indemnified parties will be entitled to all such losses in excess of such amount; provided, that, for the purposes of determining the existence of, and calculating the amount of any losses arising out of or resulting from, any breach of any representation or warranty contained herein, all representations and warranties contained herein will be read without regard to any materiality or material adverse event qualifiers contain therein.

Each party’s recourse against the other party with respect to any right to indemnification under the asset purchase agreement (other than with respect to claims based on the Imara fundamental representations and the Cardurion fundamental representations, claims based on fraud or, with respect to Imara, with respect to any Excluded Liabilities) will be limited in amount to (a) a specified percentage of the upfront payment and (b) a specified percentage of the aggregate amount of milestone payments actually earned and paid or determined to be payable under the asset purchase agreement.

Conditions to Closing

Cardurion’s obligation to complete the asset sale is subject to the satisfaction, or waiver, of certain conditions, including:

For purposes of determining whether a material adverse effect has occurred under the asset purchase agreement, a material adverse effect will not include any event, circumstance, change in, or effect arising out of or attributable or relating to (i) any action undertaken by us specifically required by the asset purchase agreement, (ii) the public disclosure of the transactions contemplated by the asset purchase agreement, (iii) general changes, developments or conditions in the industries of the purchased assets, (iv) general political, economic, business, monetary, financial or capital or credit market conditions or trends (including interest rates or the price of commodities or raw materials), including with respect to government spending, budgets and related matters, (v) changes in global, national or regional political conditions or trends, including the imposition of trade tariffs or other protective trade practices or any shutdown of any governmental authority, including the United States federal government, or any elections for office in any country or area (including the United States) (or the results thereof), (vi) any act of civil unrest, riots, civil disobedience, war (whether or not declared) or terrorism (including by cyberattack or otherwise), including an outbreak or escalation of hostilities involving the United States or any other country or the declaration by the United States or any other country or jurisdiction of a national emergency, authorization to use military force or war (or the escalation or worsening of any such conditions or occurrences), or (vii) earthquakes, hurricanes, tsunamis, typhoons, lightning, hail storms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides and wildfires, pandemics (including SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks, epidemics or other outbreaks of diseases, weather developments or other natural or manmade disasters, or acts of God (or the escalation or worsening of any such events or occurrences); provided, that, with respect to (iii), (iv) and (v), solely to the extent that the impact on the purchased assets and/or the licensed compounds (as such term is defined in the Lundbeck Agreement) is not disproportionate to the impact on the assets and/or compounds of other companies in the biotechnology or pharmaceutical sector.

Our obligation to complete the asset sale is subject to the satisfaction, or waiver, of certain conditions, including:

Termination Rights

The asset purchase agreement may be terminated at any time before the completion of the asset sale as set forth below:

Termination Fee

There are no family relationships among anyWe must pay Cardurion a termination fee of our directors or executive officers.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that satisfies$1,500,000 if the applicable standards of the SEC and Nasdaq and each such committee reviews its respective charter at least annually. A current copy of the charter for each committeeasset purchase agreement is posted on the “Corporate Governance” section of the “Investor Relations”

15

PRINCIPAL STOCKHOLDERSStockholdings and Stock Awards

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 15, 2021September 1, 2022 by:

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock that an individual has a right to acquire within 60 days after April 15, 2021September 1, 2022 are considered outstanding and beneficially owned by the person holding such right for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise set forth below, the address of each beneficial owner is c/o ImaraIMARA Inc., 116 Huntington Avenue, 6th Floor, Boston, Massachusetts 02116.