CUSIP
No. 45249V107 |
SCHEDULE
13G |
|
1 |
NAME OF REPORTING PERSONS
Commodore Capital LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
2,494,794* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
2,494,794* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,794* |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%* |
12 |
TYPE OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
CUSIP
No. 45249V107 |
SCHEDULE
13G |
|
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
2,494,794* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
2,494,794* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,794* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%* |
12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
CUSIP
No. 45249V107 |
SCHEDULE
13G |
|
Item
1. |
(a)
Name of Issuer |
Imara
Inc. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
1309
Beacon Street, Suite 300, Office 341 Brookline, MA 02446
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022.
Item
2. |
(d)
Title of Class of Securities |
Common
Stock, par value $0.001 per share (the “Common Stock”)
45249V107
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
CUSIP
No. 45249V107 |
SCHEDULE
13G |
|
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 2,494,794*
(b)
Percent of Class: 9.5%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,494,794*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,494,794*
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 2,494,794*
(b)
Percent of Class: 9.5%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,494,794*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,494,794*
*The
Firm is the investment manager to Commodore Master. As of December 31, 2022, the Firm may be deemed to beneficially own an aggregate
of 2,494,794 shares of Common Stock of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially
own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion
with respect to these securities. Ownership percentages are based on 26,287,264 shares of Common Stock reported as issued and outstanding
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 25, 2022.
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person |
Not
Applicable.
Item
7. |
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not
Applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
Applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibit
Index
CUSIP
No. 45249V107 |
SCHEDULE
13G |
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2023 |
|
|
|
|
Commodore Capital LP |
|
|
|
|
By: |
/s/
Michael Kramarz |
|
Michael Kramarz, Managing Partner |
|
|
|
|
Commodore Capital Master LP |
|
|
|
|
By: |
/s/
Michael Kramarz |
|
Michael
Kramarz, Authorized Signatory |
|