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Schedule
13D
Item
1. Security and Issuer.
This
Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on March 20, 2020, Amendment No. 1 thereto filed on January 10, 2022 and Amendment No. 2 thereto filed on April 25, 2022, 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. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1
and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously
reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto).
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.
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Item 3. Source
and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
Each
of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock.
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.
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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 24th day of May, 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
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*
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. 3 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.
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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 24th day of May, 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
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*
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.
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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
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/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