IMPLQ / IPI Legacy Liquidation Co - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

IPI Legacy Liquidation Co
US ˙ OTCPK ˙ US45258K1097
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300OM070Y5YFLMR84
CIK 1445499
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to IPI Legacy Liquidation Co
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 26, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40353 IPI LEGACY LIQUIDATION CO (Exact name of registrant as specified

March 12, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 IPI LEGACY LIQUIDATION CO (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

March 12, 2024 EX-3.1

CERTIFICATE OF AMENDMENT RESTATED CERTIFICATE OF INCORPORATION IMPEL PHARMACEUTICALS INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IMPEL PHARMACEUTICALS INC. Impel Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the Corporation’s Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

February 14, 2024 S-8 POS

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commi

February 14, 2024 S-8 POS

As filed with the Securities and Exchange Commission on February 14, 2024

S-8 POS As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 S-8 POS

As filed with the Securities and Exchange Commission on February 14, 2024

S-8 POS As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 POS AM

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

January 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 IMPEL PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

January 2, 2024 EX-99.1

United States Bankruptcy Judge

EX-99.1 Exhibit 99.1 The following constitutes the ruling of the court and has the force and effect therein described. Signed December 21, 2023 United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 IMPEL PHARMACEUTICALS INC., et al.1 Case No. 23-80016 (SGJ) Debtors. (Jointly Administered) ORDER (I) APPROVING NOTIFI

December 20, 2023 EX-99.1

Impel Pharmaceuticals Announces Filing Voluntary Chapter 11 Cases and Signing of “Stalking Horse” Agreement to Facilitate Sale Patient Access to Trudhesa® to Continue Uninterrupted Sufficient Liquidity to Fund Day to Day Operations During Court-Super

EX-99.1 Exhibit 99.1 Impel Pharmaceuticals Announces Filing Voluntary Chapter 11 Cases and Signing of “Stalking Horse” Agreement to Facilitate Sale Patient Access to Trudhesa® to Continue Uninterrupted Sufficient Liquidity to Fund Day to Day Operations During Court-Supervised Process SEATTLE, Dec. 19, 2023—Impel Pharmaceuticals Inc. (OTCQX: IMPL) (“Impel” or “the Company”), a commercial-stage biop

December 20, 2023 EX-10.1

ASSET PURCHASE AGREEMENT by and between JN BIDCO LLC, as Purchaser, IMPEL PHARMACEUTICALS INC., as Seller Dated as of December 18, 2023

EX-10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between JN BIDCO LLC, as Purchaser, and IMPEL PHARMACEUTICALS INC., as Seller Dated as of December 18, 2023 Table of Contents Page ARTICLE 1. DEFINED TERMS 2 1.1 Defined Terms 2 1.2 Other Definitional and Interpretive Matters 13 ARTICLE 2. THE PURCHASE AND SALE; CLOSING 15 2.1 Purchase and Sale 15 2.2 Excluded Assets 17 2.3 Assumption of Liabili

December 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 (December 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 (December 15, 2023) IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of i

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 IMPEL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commi

December 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 IMPEL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commis

December 4, 2023 SC 13D/A

IMPL / Impel Pharmaceuticals Inc / Oaktree Capital Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IMPEL PHARMACEUTICALS INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 45258K109

November 15, 2023 SC 13D/A

IMPL / Impel Pharmaceuticals Inc / Oaktree Capital Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IMPEL PHARMACEUTICALS INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 45258K109

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL

November 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 IMPEL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commis

November 14, 2023 EX-3.1

Restated Certificate of Incorporation

Exhibit 3.1 IMPEL PHARMACEUTICALS INC. RESTATED CERTIFICATE OF INCORPORATION Impel Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows: 1. The name of this Corporation is “Impel Pharmaceuticals Inc.” The date of the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 24, 2008 under

November 14, 2023 EX-10.1

Form of Management Incentive Plan

EXHIBIT 10.1 IMPEL PHARMACEUTICALS INC. MANAGEMENT INCENTIVE PLAN (AS AMENDED NOVEMBER 7, 2023) 1. Purpose. The purpose of this Management Incentive Plan (the “Plan”) is to provide incentives to certain key employees of Impel Pharmaceuticals Inc. (the “Company”) to incentivize and motivate them in the event of a Corporate Transaction. The Administrator has determined that the adoption of the Plan

November 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 IMPEL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commis

October 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 IMPEL PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commis

October 6, 2023 SC 13D/A

IMPL / Impel Pharmaceuticals Inc / Oaktree Capital Group, LLC - SC 13D/A Activist Investment

SC 13D/A 1 ef20011968sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IMPEL PHARMACEUTICALS INC. (Name of Issuer) Common Stock, $0.001 par value per share

October 5, 2023 424B5

Up to $9,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264987 PROSPECTUS SUPPLEMENT To Prospectus dated May 24, 2022 Up to $9,000,000 Common Stock This prospectus supplement amends and restates our prospectus dated May 24, 2022. We have previously entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC, TD Cowen, relating to shares of our common stock offered by this pros

October 4, 2023 EX-10.1

Third Amendment to Credit Agreement dated October 2, 2023

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

October 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 IMPEL PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Comm

September 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 IMPEL PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Comm

September 19, 2023 EX-99.1

Impel Pharmaceuticals Inc. Corporate Overview September 2023

Impel Pharmaceuticals Inc. Corporate Overview September 2023 This presentation and the accompanying oral commentary contains forward-looking statements that are based on Impel Pharmaceutical Inc.’s (the “Company”, “we” or “our”) management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements other than statements of h

September 19, 2023 EX-99.1

EX-99.1

Impel Pharmaceuticals Inc. Corporate Overview September 20232 This presentation and the accompanying oral commentary contains forward-looking statements that are based on Impel Pharmaceutical Inc.’s (the “Company”, “we” or “our”) management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements other than statements of

September 15, 2023 SC 13D

IMPL / Impel Pharmaceuticals Inc / Oaktree Capital Group, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IMPEL PHARMACEUTICALS INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 45258K109 (CUSIP Number) Todd

September 15, 2023 EX-99.1

Exhibit 1

EX-99.1 2 ef20010729ex99-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf

September 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 IMPEL PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

September 7, 2023 EX-10.3

Form of Management Incentive Plan.

EXHIBIT 10.3 Impel Pharmaceuticals Inc. Management Incentive Plan (adopted , 2023) 1. Purpose. The purpose of this Management Incentive Plan (the “Plan”) is to provide incentives to certain key employees of Impel Pharmaceuticals Inc. (the “Company”) to incentivize and motivate them in the event of a Corporate Transaction. The Administrator has determined that the adoption of the Plan is in the bes

September 7, 2023 EX-10.1

Second Amendment to Credit Agreement dated September 5, 2023.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

September 7, 2023 EX-10.2

Form of Common Stock Purchase Warrant

EXHIBIT 10.2 Form of WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SH

September 7, 2023 EX-10.4

Form of New Retention Program

EXHIBIT 10.4 Impel Pharmaceuticals Inc. , 2023 Sent via email Dear , Impel Pharmaceuticals Inc. (the “Company”) is hereby notifying you of your eligibility to participate in the Company’s new retention program (the “New Retention Program”). The New Retention Program is designed to incentivize you to remain in service to the Company through the provision of certain benefits, including a one-time ca

September 7, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

August 21, 2023 EX-10.1

Amendment to Oaktree Credit Agreement and RIF Agreement dated August 21, 2023

EXECUTION VERSION Exhibit 10.1 FIRST AMENDMENT TO Credit agreement AND guaranty AND REVENUE INTEREST FINANCING AGREEMENT This Amendment to Credit Agreement and Guaranty and Revenue Interest Financing Agreement (this “Amendment”) is made as of August 21, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as def

August 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 IMPEL PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

August 18, 2023 EX-10.1

between the registrant and Michael Kalb.

IMPEL PHARMACEUTICALS INC. May 1, 2023 Michael Kalb Sent via email Dear Michael: Impel Pharmaceuticals Inc. (the “Company”) is pleased to confirm our offer to you of employment with the Company on the following terms. 1. Position. Your title will be Chief Financial Officer (“CFO”), and you will report to the Company’s Chairmanand Chief Executive Officer. Your service to the Company is to be full-t

August 18, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL PHARM

August 18, 2023 EX-10.1

EX-10.1

IMPEL PHARMACEUTICALS INC. May 1, 2023 Michael Kalb Sent via email Dear Michael: Impel Pharmaceuticals Inc. (the “Company”) is pleased to confirm our offer to you of employment with the Company on the following terms. 1. Position. Your title will be Chief Financial Officer (“CFO”), and you will report to the Company’s Chairman and Chief Executive Officer. Your service to the Company is to be full-

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period

June 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 IMPEL PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissio

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 IMPEL PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL PHAR

May 12, 2023 EX-99.1

IMPEL PHARMACEUTICALS ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Trudhesa® Achieved nTRx of Over 18.5K in Q1 2023; Increase of 112% vs. Q1 2022 Trudhesa Net Product Revenue in Q1 2023 Increased 149% vs. Q1 2022 to $4.

IMPEL PHARMACEUTICALS ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Trudhesa® Achieved nTRx of Over 18.

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 IMPEL PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commission

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

April 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 IMPEL PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commissi

April 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION 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: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

April 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 IMPEL PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commissi

March 31, 2023 EX-3

Amended and Restated Bylaws

IMPEL PHARMACEUTICALS Inc. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on March 22, 2023 IMPEL PHARMACEUTICALS Inc. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings. 1 Section 1.2: Special Meetings. 1 Section 1.3: Notice of Meetings. 1 Section 1.4: Adjournments. 1 Section 1.5: Quorum. 2 Se

March 31, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 31, 2023

As filed with the Securities and Exchange Commission on March 31, 2023 Registration No.

March 31, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

March 27, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as specified in its charter) Delaware 26-3058238 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 201 Elliott Avenue West, Suite 260 Seattle, WA 98119 (206)

March 27, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Impel Pharmaceuticals Inc.

March 27, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL PHARMACEU

March 27, 2023 EX-24

Power of Attorney (included on the signature page to this Registration

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 27th day of March, 2023.

March 27, 2023 EX-21

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation Impel NeuroPharma Australia PTY LTD Australia

March 27, 2023 EX-10

Oaktree Letter Agreement dated as of March 22, 2023, between the Registrant and Oaktree Fund Administration, LLC, as administrative agent.

Execution Version LIMITED WAIVER AGREEMENT THIS LIMITED WAIVER AGREEMENT (this “Agreement”), dated as of March 22, 2023, is made among Impel Pharmaceuticals Inc.

March 27, 2023 EX-3

Amended and Restated Bylaws

March 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 IMPEL PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissi

March 24, 2023 EX-99

IMPEL PHARMACEUTICALS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Trudhesa® Achieved nTRx of Over 58.4K in 2022; nTRx Increased by 19.4% in Q4 vs. Q3 2022 Net Product Revenue Finished Year at $12.7 Milli

Exhibit 99.1 Exhibit 99.1 IMPEL PHARMACEUTICALS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Trudhesa® Achieved nTRx of Over 58.4K in 2022; nTRx Increased by 19.4% in Q4 vs. Q3 2022 Net Product Revenue Finished Year at $12.7 Million; Increased 62% in Q4 vs. Q3 2022 to $5 Million Impel to Host Investor Conference Call Today at 8:30 a.m. ET SEATTLE, Marc

March 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 IMPEL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commi

January 9, 2023 EX-99.1

Forward-Looking Statements This presentation and the accompanying oral commentary contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking

Impel Pharmaceuticals Inc. Corporate and Business Update January 2023 Exhibit 99.1 Forward-Looking Statements This presentation and the accompanying oral commentary contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements other than statements of histori

January 9, 2023 EX-99.1

EX-99.1

Impel Pharmaceuticals Inc. Corporate and Business Update 1 January 2023 Exhibit 99.12 Forward-Looking Statements This presentation and the accompanying oral commentary contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements other than statements of hist

January 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2023 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commis

November 14, 2022 EX-99.1

Impel PHARMACEUTICALS Announces THIRD Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa® nTRx Increased by 27% in Q3 2022 vs. Q2 2022 to 16.7K: Net Product Revenue Increased to $3.1 Million Trudhesa surpasses 5% of Acute Branded P

Exhibit 99.1 Exhibit 99.1 Impel PHARMACEUTICALS Announces THIRD Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa® nTRx Increased by 27% in Q3 2022 vs. Q2 2022 to 16.7K: Net Product Revenue Increased to $3.1 Million Trudhesa surpasses 5% of Acute Branded Prescriptions among prescribers in Q3 One Year After Launch Impel to Host Investor Conference Call Today at 8:30 a.m. ET SEAT

November 14, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 IMPEL PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commi

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL PHARM

August 15, 2022 EX-99.1

Impel PHARMACEUTICALS Announces SECOND Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa® TRx’s Grew 48% in Q2 2022 to Over 13K: Net Product Revenue Increased 59% Over Q1 2022 to $2.8 Million Sales Force expanded by 50% to Capital

Exhibit 99.1 Exhibit 99.1 Impel PHARMACEUTICALS Announces SECOND Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa? TRx?s Grew 48% in Q2 2022 to Over 13K: Net Product Revenue Increased 59% Over Q1 2022 to $2.8 Million Sales Force expanded by 50% to Capitalize on Prescription Momentum and Market Opportunity Company reiterated Prescription Guidance Range of 70 -85K TRx?s for 2022

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissio

May 25, 2022 EX-99.1

Presentation of Impel Pharmaceuticals Inc.

May 25, 2022 EX-99.1

EX-99.1

May 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commission

May 24, 2022 424B5

Up to $50,000,000 Common Stock

Table of Contents As Filed Pursuant to Rule 424(b)(5) Registration No. 333-264987 PROSPECTUS Up to $50,000,000 Common Stock We have entered into a sales agreement (the ?Sales Agreement?) with Cowen and Company, LLC, the Sales Agent, relating to shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stoc

May 20, 2022 CORRESP

* * *

May 20, 2022 IMPEL PHARMACEUTICALS INC. 201 Elliot Avenue West, Suite 260 Seattle, WA 98119 May 20, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Schwartz Re: Impel Pharmaceuticals Inc. Registration Statement on Form S-3 (File No. 333-264987) filed May 16

May 16, 2022 S-3

As filed with the Securities and Exchange Commission on May 16, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 16, 2022 Registration No.

May 16, 2022 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) Impel Pharmaceuticals Inc.

May 16, 2022 EX-99.1

Impel PHARMACEUTICALS Announces first Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa® Continues Strong Launch Trajectory with Q1 2022 TRx Growth of 111% vs. Q4 2021 Planned initiation of INP105 Proof-of-Concept Study for Autism

Exhibit 99.1 Impel PHARMACEUTICALS Announces first Quarter 2022 Financial Results and Provides CORPORATE Update Trudhesa® Continues Strong Launch Trajectory with Q1 2022 TRx Growth of 111% vs. Q4 2021 Planned initiation of INP105 Proof-of-Concept Study for Autism Spectrum Disorder in 2Q 2022 Financing Agreement with Oaktree Capital Extends Cash Runway into 2024 Impel to Host Investor Conference Ca

May 16, 2022 EX-4.3

Form of Debt Security

Exhibit 4.3 FORM OF DEBT SECURITY [Face of Security] IMPEL PHARMACEUTICALS INC. [If applicable, insert?FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS ?PRINCIPAL AMOUNT?), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

May 16, 2022 EX-1.2

Sales Agreement, dated May 16, 2022, by and between the Registrant and Cowen and Company LLC

Exhibit 1.2 IMPEL PHARMACEUTICALS INC. $50,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENT May 16, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Impel Pharmaceuticals Inc. the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from t

May 16, 2022 EX-10.2

Revenue Interest Financing Agreement dated as of March 17, 2022, between Impel Neuropharma, Inc., the purchasers from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent.

Exhibit 10.2 Execution Version REVENUE INTEREST FINANCING AGREEMENT Dated as of March 17, 2022 between IMPEL NEUROPHARMA, INC., THE PURCHASERS FROM TIME TO TIME PARTY HERETO, and OAKTREE FUND ADMINISTRATION, LLC, as the Administrative Agent 4895-2136-9357 v.12 Table of Contents 1 4895-2136-9357 v.12 Article I DEFINITIONS 1 Section 1.01 Definitions 1 Article II PURCHASE OF ASSIGNED INTERESTS 31 Sec

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL PHAR

May 16, 2022 EX-4.4

Form of Indenture

Exhibit 4.4 IMPEL PHARMACEUTICALS INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Table of Contents Page ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS. 1 1.2 OTHER DEFINITIONS. 4 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 4 1.4 RULES OF CONSTRUCTION. 5 ARTICLE 2 - THE SECURITIES 5 2.1 ISSUABLE IN SERIES. 5 2.2 ESTABLISHMENT OF TERMS OF SERIES

May 16, 2022 EX-10.1

Credit Agreement and Guaranty dated as of March 17, 2022, by and among Impel Neuropharma, Inc., the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent.

Exhibit 10.1 Execution Version CREDIT AGREEMENT AND GUARANTY dated as of March 17, 2022 by and among IMPEL NEUROPHARMA, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and OAKTREE FUND ADMINISTRATION, LLC, as the Administrative Agent U.S. $50,000,000 4882-5123-7900 v.12 TABLE OF CONTENTS

April 26, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 IMPEL PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissi

April 26, 2022 EX-3.1

Certificate of Amendment of Restated Certificate of Incorporation of Impel NeuroPharma, Inc., dated April 20, 2022.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IMPEL NEUROPHARMA, INC. Impel NeuroPharma, Inc., a Delaware corporation (the ?Corporation?), does hereby certify that the following amendment to the corporation?s Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. FIRST:

April 26, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a?101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

April 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a‑101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a?101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

April 14, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 IMPEL NEUROPHARMA, INC (Exact name of Registrant as Specified in Its Charter) Delaware 001-40353 26-3058238 (State or Other Jurisdiction of Incorporation) (Commission F

April 14, 2022 EX-99.1

Forward-Looking Statements This presentation and the accompanying oral commentary contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking

Impel NeuroPharma, Inc. Corporate Presentation April 2022 Exhibit 99.1 Forward-Looking Statements This presentation and the accompanying oral commentary contains forward-looking statements that are based on our management?s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements other than statements of historical fact con

March 29, 2022 S-8

As filed with the Securities and Exchange Commission on March 29, 2022

As filed with the Securities and Exchange Commission on March 29, 2022 Registration No.

March 29, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 d340315dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Impel NeuroPharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate

March 29, 2022 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation Impel NeuroPharma Australia PTY LTD Australia

March 29, 2022 EX-10.9

Employment Agreement, dated April 15, 2021, by and between the registrant and Leonard Paolillo.

Exhibit 10.9 IMPEL NEUROPHARMA, INC. April 15, 2021 Leonard Paolillo Sent via email Dear Leonard: Impel NeuroPharma, Inc. (the ?Company?) is pleased to continue your employment with the Company on the following terms, effective as of the date on which the Company?s registration statement on Form S-1 in connection with its initial public offering of common stock (the ?IPO?) is declared effective by

March 29, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL NEUROPHAR

March 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

March 24, 2022 EX-99.1

Impel NeuroPharma Announces FOURTH Quarter AND fULL YEAR 2021 Financial Results and Provides CORPORATE Update Trudhesa™ Exceeds Fourth Quarter 2021 Prescription Guidance; Strong Launch Continues Into 2022 Demonstrated by 157% Growth Since December 31

EXHIBIT 99.1 Impel NeuroPharma Announces FOURTH Quarter AND fULL YEAR 2021 Financial Results and Provides CORPORATE Update Trudhesa? Exceeds Fourth Quarter 2021 Prescription Guidance; Strong Launch Continues Into 2022 Demonstrated by 157% Growth Since December 31, 2021 Planned Initiation of INP105 Proof-Of-Concept Study for Autism Spectrum Disorder in First Half of 2022 Recent $100 million Royalty

March 17, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

January 18, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissio

January 18, 2022 EX-99.2

Safe Harbor Statement This presentation and the accompanying oral commentary by Impel NeuroPharma, Inc. (“we,” “us,” “our,” “Impel” or the “Company”) contains forward-looking statements that are based on our management’s beliefs and assumptions and o

EX-99.2 3 impl-ex992.htm EX-99.2 Impel NeuroPharma, Inc. Corporate Presentation January 2022 Exhibit 99.2 Safe Harbor Statement This presentation and the accompanying oral commentary by Impel NeuroPharma, Inc. (“we,” “us,” “our,” “Impel” or the “Company”) contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our man

January 18, 2022 EX-99.1

Impel NeuroPharma Provides Updates on TrudhesaTM Launch and Recent Business Highlights Trudhesa™ (Dihydroergotamine Mesylate) Nasal Spray for Acute Migraine Delivered Strong Q4 2021 Launch with 4,200 (TRx) Prescriptions; Exceeding Company’s Guidance

Exhibit 99.1 Impel NeuroPharma Provides Updates on TrudhesaTM Launch and Recent Business Highlights Trudhesa? (Dihydroergotamine Mesylate) Nasal Spray for Acute Migraine Delivered Strong Q4 2021 Launch with 4,200 (TRx) Prescriptions; Exceeding Company?s Guidance Range Achieved Broad and Favorable Trudhesa? Payer Coverage with Signed Agreements Covering 80% of U.S. Commercial Lives Planned Initiati

November 15, 2021 EX-4.4

Warrant to Purchase Common Stock issued by the Company on September 30, 2021, in favor of Silicon Valley Bank, pursuant to the Security and Loan Agreement, dated as of July 2, 2021, by and between the Registrant and Oxford Finance LLC and Silicon Valley Bank.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

November 15, 2021 EX-99.1

Confidential Draft – Not for Distribution Impel NeuroPharma Announces THIRD Quarter 2021 Financial Results and Provides CORPORATE Update Launched Trudhesa™ (dihydroergotamine mesylate) Nasal Spray (0.725 mg per spray) for the Acute Treatment of Migra

Confidential Draft ? Not for Distribution Exhibit 99.1 Impel NeuroPharma Announces THIRD Quarter 2021 Financial Results and Provides CORPORATE Update Launched Trudhesa? (dihydroergotamine mesylate) Nasal Spray (0.725 mg per spray) for the Acute Treatment of Migraine with and without Aura in Adults Mobilized 60-Person Salesforce with a Targeted Focus on High-Prescribing Neurologists, Headache Speci

November 15, 2021 EX-4.3

Warrant to Purchase Common Stock issued by the Company on September 30, 2021, in favor of Oxford Finance, LLC pursuant to the Security and Loan Agreement, dated as of July 2, 2021, by and between the Registrant and Oxford Finance LLC and Silicon Valley Bank.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commissi

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL

October 1, 2021 8-K

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commiss

September 10, 2021 424B4

3,000,000 Shares Impel NeuroPharma, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)4 Registration No. 333-259363 PROSPECTUS 3,000,000 Shares Impel NeuroPharma, Inc. Common Stock We are offering 3,000,000 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol ?IMPL.? On September 9, 2021, the last reported sale price of our common stock as reported on the Nasdaq Global Market was $21.13 pe

September 7, 2021 CORRESP

September 7, 2021

September 7, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

September 7, 2021 CORRESP

* * *

Impel NeuroPharma, Inc. 201 Elliott Avenue West, Suite 260 Seattle, WA 98119 September 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius Re: Impel NeuroPharma, Inc. Registration Statement on Form S-1 (File No. 333-259363) originally filed September 7, 2021 Requested Da

September 7, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 Impel NeuroPharma, Inc. [?] Shares Common Stock ($0.001 par value) Underwriting Agreement New York, New York [?], 2021 Cowen and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters, c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: I

September 7, 2021 S-1

As filed with the Securities and Exchange Commission on September 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPEL NEUROPHARM

Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021.

August 25, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on August 25, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 25, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

August 16, 2021 EX-4.4

Warrant to Purchase Common Stock issued by the Company on July 2, 2021, in favor of Oxford Finance, LLC pursuant to the Security and Loan Agreement, dated as of July 2, 2021, by and between the Registrant and Oxford Finance LLC and Silicon Valley Bank.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

August 16, 2021 EX-10.4

Security and Loan Agreement, dated as of July 2, 2021, by and between the Registrant and Oxford Finance LLC and Silicon Valley Bank.

Exhibit 10.4 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of July 2, 2021 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (?Oxford?), as collateral agent

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL NEURO

August 16, 2021 EX-99.1

Impel NeuroPharma Announces SECOND Quarter 2021 Financial Results and Provides CORPORATE Update TRUDHESA™ New Drug Application (NDA) Under Review by U.S. Food & Drug Administration (FDA) with PDUFA Target Action Date of September 6, 2021 Preparations

Exhibit 99.1 Impel NeuroPharma Announces SECOND Quarter 2021 Financial Results and Provides CORPORATE Update TRUDHESA? New Drug Application (NDA) Under Review by U.S. Food & Drug Administration (FDA) with PDUFA Target Action Date of September 6, 2021 Preparations On Track for Potential TRUDHESA Launch in the Fourth Quarter of 2021 Increased Cash Position and Extended Runway through 2022 Following

August 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission

August 16, 2021 EX-4.3

Warrant to Purchase Common Stock issued by the Company on September 30, 2021, in favor of Oxford Finance, LLC pursuant to the Security and Loan Agreement, dated as of July 2, 2021, by and between the Registrant and Oxford Finance LLC and Silicon Valley Bank.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

August 10, 2021 SC 13G

IMPL / Impel NeuroPharma, Inc. / Norwest Venture Partners XIV, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Impel NeuroPharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45258K109 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

July 7, 2021 EX-99.1

Impel NeuroPharma ENTERS INTO A $50 Million Debt FINANCING AGREEMENT with OXFORD FINANCE LLC AND Silicon Valley Bank

Exhibit 99.1 Impel NeuroPharma ENTERS INTO A $50 Million Debt FINANCING AGREEMENT with OXFORD FINANCE LLC AND Silicon Valley Bank SEATTLE, July 7th, 2021 ? Impel NeuroPharma, Inc. (Impel), a late-stage biopharmaceutical company focused on the development and commercialization of transformative therapies for patients living with central nervous system (CNS) diseases with high unmet medical needs, t

July 7, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission Fi

June 7, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 IMPEL NEUROPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40353 26-3058238 (State or other jurisdiction of incorporation) (Commission Fi

June 7, 2021 EX-99.1

Impel NeuroPharma Announces First Quarter 2021 Financial Results and Provides Business Update

Exhibit 99.1 Impel NeuroPharma Announces First Quarter 2021 Financial Results and Provides Business Update - Completed successful IPO raising approximately $80.0 million in gross proceeds ? - NDA for TRUDHESA for treatment of acute migraine accepted for review by FDA; PDUFA date of September 6, 2021 - - Strengthened commercial capabilities with expanded management team and strategic collaboration

June 7, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40353 IMPEL NEUR

June 7, 2021 EX-3.1

Restated Certificate of Incorporation

Exhibit 3.1 IMPEL NEUROPHARMA, INC. RESTATED CERTIFICATE OF INCORPORATION Impel NeuroPharma, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: 1. The name of this corporation is ?Impel NeuroPharma, Inc.? The date of the filing of the Corporation?s original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 24, 2008 under the name

June 7, 2021 EX-3.2

Restated Bylaws

Exhibit 3.2 IMPEL NEUROPHARMA, Inc. (a Delaware corporation) RESTATED BYLAWS As Adopted April 13, 2021 and As Effective April 27, 2021 IMPEL NEUROPHARMA, Inc. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings. 1 Section 1.2: Special Meetings. 1 Section 1.3: Notice of Meetings. 1 Section 1.4: Adjournments. 1 Section 1.5: Quorum. 2 Sect

May 7, 2021 EX-99.B

Exhibit B

EXHIBIT B POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in th

May 7, 2021 EX-99.D

Exhibit D

EXHIBIT D LOCK-UP AGREEMENT Impel NeuroPharma, Inc. Public Offering of Common Stock April 10, 2021 Cowen and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters, c/o Cowen and Company,LLC 599 Lexington Avenue New York, New York 10022 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: This letter (this ?Letter Agreemen

May 7, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Impel Neuropharma, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Impel Neuropharma, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 45258K109 (CUSIP Number) April 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

May 7, 2021 EX-99.A

Exhibit A

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Impel NeuroPharma, Inc.

May 7, 2021 SC 13G

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Impel Neuropharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45258K109 (CUSIP Number) April 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

May 7, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Impel NeuroPharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Impel NeuroPharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45258K109 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Telephone: (212) 75

May 6, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Impel NeuroPharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Impel NeuroPharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45258K109 (CUSIP Number) April 27, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

April 23, 2021 S-8

Form S-8

As filed with the Securities and Exchange Commission on April 23, 2021 Registration No.

April 23, 2021 424B1

5,333,334 Shares Impel NeuroPharma, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(1) Registration No. 333-254999 Prospectus 5,333,334 Shares Impel NeuroPharma, Inc. Common Stock This is an initial public offering of shares of our common stock. We are offering 5,333,334 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $15.00 per share. We

April 20, 2021 CORRESP

April 20, 2021

April 20, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

April 20, 2021 CORRESP

* * * * * * *

April 20, 2021 AMANDA ROSE EMAIL: [email protected] Direct Dial: +1 (206) 389-4553 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: David Gessert Tim Buchmiller Jeanne Bennett Lynn Dicker Re: Impel NeuroPharma, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 19, 2021 File

April 20, 2021 CORRESP

* * *

Impel NeuroPharma, Inc. 201 Elliott Avenue West, Suite 260 Seattle, WA 98119 April 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Tim Buchmiller Jeanne Bennet Lynn Dicker Re: Impel NeuroPharma, Inc. Registration Statement on Form S-1 (File No. 333-254999) originall

April 19, 2021 EX-3.1

Restated Certificate of Incorporation, as amended to date, as currently in effect.

Exhibit 3.1 IMPEL NEUROPHARMA, INC. RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Impel NeuroPharma, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows. 1. The name of

April 19, 2021 EX-3.4

Form of Restated Bylaws of the Registrant

Exhibit 3.4 IMPEL NEUROPHARMA, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted [], 2021 and As Effective [], 2021 IMPEL NEUROPHARMA, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 2 Section 1.5: Quorum 2 Section 1.6: Organiza

April 19, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 IMPEL NEUROPHARMA, INC. (Exact name of Registrant as specified in its charter) Delaware 26-3058238 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.

April 19, 2021 EX-3.3

Bylaws, as currently in effect.

Exhibit 3.3 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS As Adopted September 3, 2008 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1.7: Voting; Proxie

April 19, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 Impel NeuroPharma, Inc. [?] Shares Common Stock ($0.001 par value) Underwriting Agreement New York, New York [?], 2021 Cowen and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters, c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: I

April 19, 2021 EX-10.5

2021 Employee Stock Purchase Plan, and forms of award agreements.

Exhibit 10.5 IMPEL NEUROPHARMA, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. Impel NeuroPharma, Inc. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees? sense of participation in the affairs of the

April 19, 2021 EX-3.2

Form of Restated Certificate of Incorporation to be effective upon the completion of the Registrant’s initial public offering.

Exhibit 3.2 IMPEL NEUROPHARMA, INC. RESTATED CERTIFICATE OF INCORPORATION Impel NeuroPharma, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: 1. The name of this corporation is ?Impel NeuroPharma, Inc.? The date of the filing of the Corporation?s original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 24, 2008 under the name

April 19, 2021 S-1/A

- AMENDMENT NO. 1 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on April 19, 2021 Registration No.

April 19, 2021 EX-4.1

Form of Registrant’s Common Stock certificate

Exhibit 4.1 IN CUSIP 45258K 10 9 INCORPORATED UNDER THE LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCK AND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF (BROOKLYN, IMPEL NEUROPHARMA, INC. TRANSFER transferable on the books of the Corporation in person or

April 19, 2021 EX-10.1

Form of Indemnity Agreement.

Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of [ ], 2021 is made by and between Impel NeuroPharma, Inc., a Delaware corporation (the ?Company?), and [], a director, officer or key employee of the Company or one of the Company?s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (?Indemnitee?). RECITALS A. The Company

April 19, 2021 EX-10.6

Employment Agreement, dated April 15, 2021, by and between the registrant and Adrian Adams.

Exhibit 10.6 IMPEL NEUROPHARMA, INC. April 15, 2021 Adrian Adams Sent via email Dear Adrian: Impel NeuroPharma, Inc. (the ?Company?) is pleased to continue your employment with the Company on the following terms, effective as of the date on which the Company?s registration statement on Form S-1 in connection with its initial public offering of common stock (the ?IPO?) is declared effective by the

April 19, 2021 EX-10.7

Employment Agreement, dated April 15, 2021, by and between the registrant and Stephen Shrewsbury.

Exhibit 10.7 IMPEL NEUROPHARMA, INC. April 15, 2021 Stephen Shrewsbury Sent via email Dear Stephen: Impel NeuroPharma, Inc. (the ?Company?) is pleased to continue your employment with the Company on the following terms, effective as of the date on which the Company?s registration statement on Form S-1 in connection with its initial public offering of common stock (the ?IPO?) is declared effective

April 19, 2021 EX-10.8

Employment Agreement, dated April 15, 2021, by and between the registrant and John Leaman.

Exhibit 10.8 IMPEL NEUROPHARMA, INC. April 15, 2021 John Leaman Sent via email Dear John: Impel NeuroPharma, Inc. (the ?Company?) is pleased to continue your employment with the Company on the following terms, effective as of the date on which the Company?s registration statement on Form S-1 in connection with its initial public offering of common stock (the ?IPO?) is declared effective by the Sec

April 19, 2021 EX-10.4

2021 Equity Incentive Plan, and forms of award agreements.

Exhibit 10.4 IMPEL NEUROPHARMA, INC. 2021 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Comp

April 9, 2021 CORRESP

April 9, 2021

April 9, 2021 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

April 2, 2021 EX-10.10

Loan and Security Agreement, dated November 5, 2020, by and between the registrant and Avenue Venture Opportunities Fund, L.P., as amended

Exhibit 10.10 LOAN AND SECURITY AGREEMENT Dated as of November 5, 2020 between IMPEL NEUROPHARMA, INC., a Delaware corporation, as ?Borrower?, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as ?Lender? LOAN AND SECURITY AGREEMENT Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to B

April 2, 2021 EX-3.1

Restated Certificate of Incorporation, as amended to date, as currently in effect.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPEL NEUROPHARMA, INC. (a Delaware corporation) Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Impel NeuroPharma, Inc., a corporation organized and existing under the General Corporation Law (the ?General Corporation Law?) of the State of Delaware (the ?Corporation?),

April 2, 2021 EX-4.3

Form of 2021 Convertible Promissory Note.

Exhibit 4.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,

April 2, 2021 CORRESP

* * * * * * *

CORRESP 1 filename1.htm 1191 Second Avenue 10th Floor Seattle, WA 98101 206.389.4510 Fenwick.com April 2, 2021 AMANDA ROSE EMAIL: [email protected] Direct Dial: +1 (206) 389-4553 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: David Gessert Tim Buchmiller Jeanne Bennett Lynn Dicker Re: Impel N

April 2, 2021 EX-4.2

Amended and Restated Investors’ Rights Agreement, dated December 4, 2018, by and among the registrant and certain of its stockholders.

EXHIBIT 4.2 IMPEL NEUROPHARMA, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT This Amended and Restated Investors? Rights Agreement (this ?Agreement?) is made as of December 4, 2018, by and among Impel NeuroPharma, Inc., a Delaware corporation (the ?Company?), the investors listed on Schedule A hereto (the ?Investors? or ?Holders?). WHEREAS, the Company, the Key Holders (as defined therein)

April 2, 2021 EX-10.9

BMR-201 Elliott Avenue LLC Lease, dated July 19, 2017, by and between the registrant and BMR-201 Elliott Avenue LLC.

EXHIBIT 10.9 LEASE by and between BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company and IMPEL NEUROPHARMA, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 4 4. Possession and Commencement Date 4 5. Condition of Premises 6 6. Rentable Area 6 7. Rent 7 8. Rent Adjustments 7 9. Operating Expenses 8 10. Taxes on Tenant?s Property

April 2, 2021 EX-10.11

Warrant Agreement, dated November 5, 2020, by and between the registrant and Avenue Venture Opportunities Fund, L.P.

Exhibit 10.11 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, OR (B) AN OPINION O

April 2, 2021 EX-21.1

Subsidiaries of the registrant.

EX-21.1 11 d121817dex211.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARY OF IMPEL NEUROPHARMA, INC. Name of Subsidiary Jurisdiction Impel Neuropharma Australia Pty Ltd Victoria, Australia

April 2, 2021 EX-10.3

2018 Equity Incentive Plan, and forms of award agreements.

EXHIBIT 10.3 IMPEL NEUROPHARMA, INC. 2018 EQUITY INCENTIVE PLAN As Adopted on November 30, 2018 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company?s fu

April 2, 2021 S-1

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on April 2, 2021 Registration No.

April 2, 2021 EX-3.3

Bylaws, as currently in effect.

EXHIBIT 3.3 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS As Adopted September 3, 2008 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1.7: Voting; Proxie

April 2, 2021 EX-10.2

2008 Equity Incentive Plan, and forms of award agreements.

EXHIBIT 10.2 IMPEL NEUROPHARMA, INC. 2008 EQUITY INCENTIVE PLAN Originally Adopted on September 3, 2008 Amended Effective January 13, 2010 to increase plan pool from 500,000 to 2,216,165 shares Amended Effective September 6, 2011 to increase plan pool from 2,216,165 to 3,006,001 shares Amended effective February 3, 2014 to increase plan pool from 3,006,001 to 3,750,000 shares Amended effective Dec

March 23, 2021 DRS/A

As confidentially submitted to the Securities and Exchange Commission on March 23, 2021. This registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 23, 2021.

March 23, 2021 DRSLTR

* * * * * * *

1191 Second Avenue 10th Floor Seattle, WA 98101 206.389.4510 Fenwick.com March 23, 2021 AMANDA ROSE EMAIL: [email protected] Direct Dial: +1 (206) 389-4553 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: David Gessert Tim Buchmiller Jeanne Bennett Lynn Dicker Re: Impel NeuroPharma, Inc. Draft

February 12, 2021 DRS

As confidentially submitted with the Securities and Exchange Commission on February 12, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confid

Table of Contents As confidentially submitted with the Securities and Exchange Commission on February 12, 2021.

February 12, 2021 EX-10.9

LEASE by and between BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company IMPEL NEUROPHARMA, INC., a Delaware corporation

EXHIBIT 10.9 LEASE by and between BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company and IMPEL NEUROPHARMA, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 4 4. Possession and Commencement Date 4 5. Condition of Premises 6 6. Rentable Area 6 7. Rent 7 8. Rent Adjustments 7 9. Operating Expenses 8 10. Taxes on Tenant?s Property

February 12, 2021 EX-21.1

SUBSIDIARY OF IMPEL NEUROPHARMA, INC. Name of Subsidiary Jurisdiction Impel Neuropharma Australia Pty Ltd Victoria, Australia

EXHIBIT 21.1 SUBSIDIARY OF IMPEL NEUROPHARMA, INC. Name of Subsidiary Jurisdiction Impel Neuropharma Australia Pty Ltd Victoria, Australia

February 12, 2021 EX-10.2

IMPEL NEUROPHARMA, INC. 2008 EQUITY INCENTIVE PLAN Originally Adopted on September 3, 2008 Amended Effective January 13, 2010 to increase plan pool from 500,000 to 2,216,165 shares Amended Effective September 6, 2011 to increase plan pool from 2,216,

EXHIBIT 10.2 IMPEL NEUROPHARMA, INC. 2008 EQUITY INCENTIVE PLAN Originally Adopted on September 3, 2008 Amended Effective January 13, 2010 to increase plan pool from 500,000 to 2,216,165 shares Amended Effective September 6, 2011 to increase plan pool from 2,216,165 to 3,006,001 shares Amended effective February 3, 2014 to increase plan pool from 3,006,001 to 3,750,000 shares Amended effective Dec

February 12, 2021 EX-10.3

IMPEL NEUROPHARMA, INC. 2018 EQUITY INCENTIVE PLAN As Adopted on November 30, 2018

EXHIBIT 10.3 IMPEL NEUROPHARMA, INC. 2018 EQUITY INCENTIVE PLAN As Adopted on November 30, 2018 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company?s fu

February 12, 2021 EX-3.3

IMPEL NEUROPHARMA, INC. a Delaware Corporation As Adopted September 3, 2008

EXHIBIT 3.3 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS As Adopted September 3, 2008 IMPEL NEUROPHARMA, INC. a Delaware Corporation BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1.7: Voting; Proxie

February 12, 2021 EX-4.2

IMPEL NEUROPHARMA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EXHIBIT 4.2 IMPEL NEUROPHARMA, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT This Amended and Restated Investors? Rights Agreement (this ?Agreement?) is made as of December 4, 2018, by and among Impel NeuroPharma, Inc., a Delaware corporation (the ?Company?), the investors listed on Schedule A hereto (the ?Investors? or ?Holders?). WHEREAS, the Company, the Key Holders (as defined therein)

February 12, 2021 EX-10.10

LOAN AND SECURITY AGREEMENT Dated as of November 5, 2020 IMPEL NEUROPHARMA, INC., a Delaware corporation, as “Borrower”, AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”

Exhibit 10.10 LOAN AND SECURITY AGREEMENT Dated as of November 5, 2020 between IMPEL NEUROPHARMA, INC., a Delaware corporation, as ?Borrower?, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as ?Lender? LOAN AND SECURITY AGREEMENT Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to B

February 12, 2021 EX-3.1

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPEL NEUROPHARMA, INC. (a Delaware corporation)

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPEL NEUROPHARMA, INC. (a Delaware corporation) Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Impel NeuroPharma, Inc., a corporation organized and existing under the General Corporation Law (the ?General Corporation Law?) of the State of Delaware (the ?Corporation?),

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