|
CUSIP
No. 45249V107
|
13D
|
Page
2 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New
Enterprise Associates 14, L.P.
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192 shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
3 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA
Partners 14, L.P.
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192 shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192 shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
4 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA
14 GP, LTD
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
5 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Forest
Baskett
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
6 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anthony
A. Florence, Jr.
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
7 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick
J. Kerins
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
8 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott
D. Sandell
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
9 of 18 Pages
|
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter
W. Sonsini
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
|
8.
|
|
SHARED
VOTING POWER
3,695,192
shares
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
3,695,192
shares
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,695,192
shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
CUSIP
No. 45249V107
|
13D
|
Page
10 of 18 Pages
|
Item
1. Security and Issuer.
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on March 20, 2020 relating to the common shares, $0.001 par value (the “Common Stock”), of IMARA Inc. (the “Issuer”),
having its principal executive office at 116 Huntington Avenue, 6th Floor, Boston, Massachusetts 02116.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 14, L.P. (“NEA 14”);
(b)
NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA 14
LTD” and, together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA Partners
14; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”),
Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Directors”). The Directors
are the directors of NEA 14 LTD.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 14, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive,
Suite 600, Timonium, MD 21093. The address of the principal business office of Kerins is New Enterprise Associates, 5425 Wisconsin Avenue,
Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett and Sonsini is New Enterprise Associates, 2855
Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates,
104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole
general partner of NEA Partners 14. The principal business of each of the Directors is to manage the Control Entities, NEA 14 and a number
of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company
organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
|
CUSIP
No. 45249V107
|
13D
|
Page
11 of 18 Pages
|
Item
4. Purpose of Transaction.
NEA
14 acquired the NEA 14 Shares for investment purposes. Beginning on December 9, 2021, NEA 14 made a number of open market sales of the
Issuer’s Common Stock and, depending on market conditions, its continuing evaluation of the business and prospects of the Issuer
and other factors, NEA 14 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth
above, none of the Reporting Persons has any present plans which relate to or would result in:
|
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer;
|
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
|
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
|
(d)
|
Any
change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the board;
|
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the Issuer;
|
|
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure;
|
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
|
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
|
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
|
(j)
|
Any
action similar to any of those enumerated above.
|
Item
5. Interest in Securities of the Issuer.
|
|
(a)
|
NEA
14 is the record owner of the NEA 14 Shares. As the sole general partner of NEA 14, NEA Partners
14 may be deemed to own beneficially the NEA 14 Shares. As the sole general partner of NEA Partners
14, NEA 14 LTD may be deemed to own beneficially the NEA 14 Shares. As members of NEA 14
LTD, each of the Directors may be deemed to own beneficially the NEA 14 Shares.
|
Each Reporting
Person disclaims beneficial ownership of the NEA 14 Shares other than those shares which such person owns of record.
The percentage
of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line
13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 26,275,722 shares of Common Stock reported by
the Issuer to be outstanding as of October 29, 2021 on the Issuer’s Form 10-Q filed with the SEC on November 9, 2021.
|
|
(b)
|
Regarding
the number of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote: See line 7 of cover sheets
|
|
|
(ii)
|
shared
power to vote or to direct the vote: See line 8 of cover sheets
|
|
CUSIP
No. 45249V107
|
13D
|
Page
12 of 18 Pages
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition: See line 9 of cover sheets
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
|
(c)
|
Except
as set forth in Item 4 above, none of the Reporting Persons has effected any transaction
in the Common Stock during the last 60 days.
|
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any
of the Reporting Persons.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
|
CUSIP
No. 45249V107
|
13D
|
Page
13 of 18 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 10th day of January, 2022.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
|
|
By:
|
NEA
PARTNERS 14, L.P.
General
Partner
|
|
|
By:
|
NEA
14 GP, LTD
General
Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
|
|
By:
|
NEA
14 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
|
CUSIP
No. 45249V107
|
13D
|
Page
14 of 18 Pages
|
*
Forest
Baskett
*
Patrick
J. Kerins
*
Anthony
A. Florence, Jr.
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
|
CUSIP
No. 45249V107
|
13D
|
Page
15 of 18 Pages
|
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of IMARA Inc.
EXECUTED
this 10th day of January, 2022.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
|
|
By:
|
NEA
PARTNERS 14, L.P.
General
Partner
|
|
|
By:
|
NEA
14 GP, LTD
General
Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
|
|
By:
|
NEA
14 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
|
CUSIP
No. 45249V107
|
13D
|
Page
16 of 18 Pages
|
*
Forest
Baskett
*
Patrick
J. Kerins
*
Anthony
A. Florence, Jr.
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Louis S. Citron
Louis
S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
|
CUSIP
No. 45249V107
|
13D
|
Page
17 of 18 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
|
CUSIP
No. 45249V107
|
13D
|
Page
18 of 18 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang