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CORRESP

FOIA CONFIDENTIAL TREATMENT REQUEST

 +1 617 526 6000 (t)

+1 617 526 5000 (f)

 The entity requesting confidential treatment is:

IMARA Inc.

 116 Huntington Ave, 6th Floor

 Boston, MA 02116

Attn: Rahul Ballal

 Chief Executive Officer

(617) 601-6027

February 19, 2020

 VIA EDGAR SUBMISSION

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention: Tonya K. Aldave

Re:
 IMARA Inc.

Registration Statement on Form S-1

Filed February 14, 2020

File No. 333-236465

 Ladies and
Gentlemen:

 On behalf of IMARA Inc. (the “Company”), set forth below is additional information to supplement the Company’s prior
response to comment 4 contained in the letter dated September 11, 2019 from the staff (the “Staff”) of the Office of Healthcare & Insurance of the Division of Corporate Finance of the Securities and Exchange Commission (the
“Commission”) relating to the Draft Registration Statement on Form S-1 (File No. 0001672619), submitted by the Company to the Commission on August 15, 2019. Such Draft Registration
Statement has been updated by the Company as reflected in the registration statement referenced above (File No. 333-236465), which was publicly filed by the Company on February 14, 2020 (the
“Registration Statement”). The supplemental response set forth below is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

*            *
 *

 Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109

Beijing    Berlin    Boston    Brussels    Denver
  Frankfurt    London    Los Angeles    New York    Palo Alto    Washington

 Securities and Exchange Commission

February 19, 2020

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 The Company respectfully submits the additional information below to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering
price for its initial public offering (“IPO”).

 Rule 83 Confidential Treatment Request by IMARA Inc.

Request #1

 Preliminary IPO Price Range

The Company advises the Staff that it preliminarily estimates a price range of approximately $[**] to $[**] per share (the “Preliminary Price
Range”) for its IPO, before giving effect to a reverse stock split that the Company plans to implement prior to commencement of the roadshow for the IPO. The actual price range to be included in a subsequent amendment to the Registration
Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control.
However, the Company believes that the foregoing indicative price range will not be subject to significant change.

 IMARA Inc. respectfully requests
that the information contained in the response be treated as confidential information and that the Commission provide timely notice to Rahul Ballal, Chief Executive Officer, IMARA Inc., 116 Huntington Ave., 6th Floor Boston, MA 02116, (617) 601-6027, before it permits any disclosure of the bracketed information in Request #1.

Determining the Fair Value of Common Stock Prior to the IPO

As described in the Registration Statement under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation,” equity awards granted since the beginning of 2019 consisted of the following:

 Securities and Exchange Commission

February 19, 2020

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 Award Date

Type
of Award

Number of
Shares
Underlying

Original Valuation
Report
Date

Per
Share
Exercise
Price

Valuation Report
Date for Financial
Reporting Purposes

Fair Value
of Common
Stock for
Financial
Reporting
Purposes

 May 16, 2019

Stock Option

6,707,469

March 15, 2019

$
0.78

May 16, 2019

$
0.83
1

 June 5, 2019

Stock Option

973,714

March 15, 2019

$
0.78

May 16, 2019

$
0.83
1

 June 21, 2019

Stock Option

90,980

March 15, 2019

$
0.78

May 16, 2019

$
0.83
1

 October 23, 2019

Stock Option

158,200

October 17, 2019

$
2.02

October 17, 2019

$
2.02

 As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock
has been determined by the Company’s board of directors (the “Board”) as of the date of each option grant, with input from management, considering the Company’s most recent third-party valuations of its common stock and
the Board’s assessment of additional objective and subjective factors that it believed were relevant. The Company obtained contemporaneous third-party valuations of its common stock as of March 15, 2019 (the “March
Valuation”) and October 17, 2019 (the “October Valuation”) that were prepared in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation
Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. At the time the options were granted in May and June 2019, the Board determined that the fair value of the Company’s common stock was $0.78 per
share based in part on the March Valuation, which the Board determined reasonably reflected the per share fair value of the Company’s common stock on the dates of grant. However, for financial reporting purposes, the Company obtained a
retrospective fair value assessment as of May 16, 2019 (the “May Valuation”), which concluded that the fair value of the common stock was $0.83 per share as of May 16, 2019. Based in part on the May Valuation, the Board
made a retrospective determination that the fair value of the common stock as of each of the May 2019 and June 2019 grant dates was $0.83 per share, and the Company recorded additional expense with respect to such grants accordingly. In making these
determinations, the Board evaluated any changes from May 16, 2019 to the grant dates in June 2019 with respect to the objective and subjective factors listed on pages 88 and 89 of the Registration Statement that would impact the value of the
common stock and concluded there had been no significant changes.

 At the time of the October 2019 option grant, the Board considered the results of the
October Valuation, input from management, and the objective and subjective factors listed on pages 88 and 89 of the Registration Statement and determined that the fair value of the Company’s common stock was $2.02 per share at the time of the
October option grant.

1
 The fair value per share on these dates was determined pursuant to a retrospective valuation for financial
reporting purposes.

 Securities and Exchange Commission

February 19, 2020

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 The valuation reports used the following valuation and allocation methods:

March Valuation

May Valuation

October Valuation

 Equity value determination

Probability
Weighted Expected
Returns Method

Probability
Weighted Expected
Returns Method

Probability
Weighted Expected
Returns Method

 Allocation method

Hybrid Method

Hybrid Method

Hybrid Method

 Estimated Fair Value of common stock

$0.78

$0.83

$2.02

 The March Valuation and May Valuation were prepared on a minority, non-marketable
interest basis, taking into account the sale of shares of the Company’s Series B preferred stock on March 15, 2019 at a price of $1.7419 per share. In particular, the March Valuation and May Valuation determined the Company’s equity
value using a hybrid probability-weighted expected returns method (“PWERM”). The hybrid PWERM incorporated two scenarios: i) an IPO scenario and ii) a remain private scenario, in which value was allocated using the option-pricing
method (“OPM”). The IPO value was estimated using the guideline public company method. The value indicated for the Company’s Series B preferred shares by the hybrid PWERM was consistent with the price paid for its Series B
preferred stock in the contemporaneous, arm’s-length transaction with new and existing investors. Significant assumptions utilized in the March Valuation and May Valuation included the probability of each
scenario occurring, time to each scenario, projected IPO price and discount rates.

 The October Valuation was prepared on a minority, non-marketable interest basis using a hybrid probability-weighted expected return method which included the following three scenarios: i) an IPO scenario where the Company completes an IPO at three potential dates
in the next 12 months, ii) a remain-private scenario where the Company continues operations as a privately held company, and iii) a scenario where the Company has a liquidation event in 2020. Significant assumptions utilized in the October Valuation
included probability of each scenario occurring, time to each scenario, projected IPO and sale prices and discount rates.

 After the present value of
common stock was determined for each of the above-mentioned scenarios, a discount for lack of marketability (the “DLOM”), was applied to the estimated fair value of the Company’s common stock. The DLOM was applied based on the
premise that junior securities, such as common stock, are less marketable than senior securities. As a final step, the discounted values were probability-adjusted and totaled to arrive at the values indicated in the table above.

 Securities and Exchange Commission

February 19, 2020

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 The following table summarizes the probabilities applied to the scenarios in each valuation:

March Valuation

May Valuation

October Valuation

 Aggregate IPO probability

35
%

40
%

60
%

 Remain Private probability

65
%

60
%

30
%

 Strategic Sale probability

0
%

0
%

10
%

 For the March Valuation, a term of 1.13 years was used for the IPO scenario and an estimated value of the Company as of the
IPO date was discounted back to the valuation date using an appropriate discount rate. The Company estimated a 35% probability of an IPO as there were preliminary discussions regarding an IPO. In the second scenario, in which the Company continues
operations as a privately held company, an OPM was run using a term of 2.80 years, a volatility of 73%, and a risk-free rate of 2.42%. The term of 2.80 years was estimated by management as the average expected holding period of the investors in the
event an IPO was not completed. Volatility was determined by analyzing historical volatilities of publicly traded companies with operations similar to the Company. After applying the above probabilities, the final step in calculating the value of
the Company’s common stock was to apply per share DLOMs of 17% for the IPO scenario and 24% in the scenario where the Company continues to operate as a privately held company, which reflects the longer holding period associated with the
remain-private scenario. At the time of the March Valuation, the Company was not considering a strategic sale.

 For the May Valuation, a term of 0.54
years was used for an early IPO scenario (the “May Early IPO Scenario”) and a term of 1.21 years was used for a late IPO scenario (the “May Late IPO Scenario”) and an estimated value of the Company as of the IPO
date was discounted back to the valuation date using an appropriate discount rate. The Company estimated a 40% probability of an IPO. In the second scenario, in which the Company continues operations as a privately held company, an OPM was run using
a term of 2.63 years, a volatility of 71%, and a risk-free rate of 2.17%. The term of 2.63 years was estimated by management as the average expected holding period of the investors in the event an IPO was not completed. Volatility was determined by
analyzing historical volatilities of publicly traded companies with operations similar to the Company. After applying the above probabilities, the final step in calculating the value of the Company’s common stock was to apply per share DLOMs of
12% and 17% for the May Early IPO and May Late IPO Scenarios, respectively, and 23% in the scenario where the Company continues to operate as a privately held company, which reflects the longer holding period associated with the remain-private
scenario. At the time of the May Valuation, the Company was not considering a strategic sale.

 Securities and Exchange Commission

February 19, 2020

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 For the October Valuation, the Company added an additional scenario assuming a potential strategic sale. A
term of 0.21 years was used for the sale scenario and an estimated value of the Company as of the sale date based on comparable market transactions was then discounted back to the valuation date using an appropriate discount rate. The Company
estimated a 10% probability of a sale. For the IPO scenario, a term of 0.11 years was used for an early IPO scenario (the “October Early IPO Scenario”), a term of 0.28 years was used for a middle IPO Scenario (the “October
Middle IPO Scenario”) and a term of 0.79 years was used for a late IPO scenario (the “October Late IPO Scenario”) and an estimated value of the Company as of the IPO date was discounted back to the valuation date using an
appropriate discount rate. The Company estimated a 60% probability of an IPO. In the scenario in which the Company continues operations as a privately held company, an OPM was run using a term of 3.07 years, a volatility of 71%, and a risk-free rate
of 1.60%. The term of 3.07 years was estimated by management as the average expected holding period of the investors in the event an IPO was not completed. Volatility was determined by analyzing historical volatilities of publicly traded companies
with operations similar to the Company. After applying the above probabilities, the final step in calculating the value of the Company’s common stock was to apply per share DLOMs of 5% in the October Early IPO Scenario, 8% in the October Middle
IPO Scenario, 14% in the October Late IPO Scenario, 7% in the sale scenario and 24% in the scenario where the Company continues to operate as a privately held company, which reflects the longer holding period associated with the remain-private
scenario.

 The increase in the value of the Company’s common stock from the June 2019 grant dates to October 23, 2019 reflects the following
significant business developments that occurred between the June 2019 grant and the October 23, 2019 grants:

•

 Between the June 2019 grants and the October 23, 2019 grants, the Company had taken several steps towards
the completion of an IPO, including:

•

 holding its IPO organization meeting in July 2019;

•

 confidentially filing an initial registration statement in August 2019; and

•

 holding several
“testing-the-waters” meetings, at which the Company received feedback from potential investors.

 Securities and Exchange Commission

February 19, 2020

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•

 Between the June 2019 grants and the October 23, 2019 grants, the Company also had made further progress in
the advancement of its lead development programs and the execution of its business strategies, including:

•

 conducting the second interim analysis of data from the Company’s ongoing Phase 2a clinical trial, which
showed a statistically significant increase in F-cells and what the Company believes is a clinically important and dose-dependent increase in HbF percentage in patients in the high dose group of IMR-687 after 24 weeks of monotherapy; and

•

 advancing preparation for the initiation of its planned Phase 2b clinical trial in sickle cell disease, including
engaging a clinical research organization.

 Comparison of Most Recent Valuation and the Preliminary Price Range

As is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value but was determined based on discussions between
the Company and the underwriters. Prior to