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 23, 2023
 
 
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)


Delaware
000-31141
33-0655706
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1100 Massachusetts Avenue, Floor 4, Cambridge, MA 02138
  
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (617) 453-1000
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
INFI
Nasdaq Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Item 1.02.  Termination of a Material Definitive Agreement.

As previously disclosed, on February 22, 2023, Infinity Pharmaceuticals, Inc., a Delaware corporation (“Infinity” or the “Company”), MEI Pharma, Inc., a Delaware corporation (“MEI”), and Meadow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the merger of Merger Sub with and into Infinity, with Infinity continuing as a wholly owned subsidiary of MEI and the surviving corporation of the merger.

On July 22, 2023, Infinity provided a conditional notice of termination to MEI indicating that if MEI did not obtain stockholder approval of the issuance of MEI common stock in connection with the Merger (the “Meadow Stockholder Approval”) at the Meadow Stockholders Meeting (as defined in the Merger Agreement) or any postponement or adjournment thereof, Infinity terminated the Merger Agreement pursuant to and in accordance with Section 7.2(c) of the Merger Agreement.

On July 23, 2023, MEI provided notice to Infinity that the Meadow Stockholder Approval was not obtained and that in accordance with Section 7.2(c) of the Merger Agreement, MEI was terminating the Merger Agreement with immediate effect.

The Merger Agreement terminated effective July 23, 2023.  Pursuant to Section 7.6(a) of the Merger Agreement, if within 12 months after such termination, MEI enters into a Meadow Alternative Acquisition Agreement (as defined in the Merger Agreement) with respect to a Meadow Acquisition Proposal (used here and hereinafter as defined in the Merger Agreement, except that the references to “15%” in the definition of Meadow Acquisition Proposal will be deemed to be references to “50%”) or consummates a Meadow Acquisition Proposal, MEI will be obligated to pay a $4.0 million termination fee to Infinity.  In addition, pursuant to Section 7.6(b) of the Merger Agreement, if the Merger Agreement was terminated by Infinity pursuant to Section 7.2(c) of the Merger Agreement, MEI is obligated to reimburse Infinity for all reasonable out of pocket fees and expenses incurred by Infinity in connection with the Merger Agreement and the transactions contemplated thereby, up to a maximum of $1.0 million.

Item 8.01.  Other Events.

On July 24, 2023, the Company issued a press release regarding the termination of the Merger Agreement.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
  
Description
 
Press release dated July 24, 2023
     
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INFINITY PHARMACEUTICALS, INC.
 
 
 
Date: July 24, 2023
By:
/s/ Seth A. Tasker
 
 
Seth A. Tasker
 
 
Chief Business Officer
 
Exhibit 99.1

Infinity Pharmaceuticals Announces Termination of Merger Agreement with MEI Pharma

Eganelisib Remains Primary Value Driver for Infinity

Infinity to Explore Strategic Alternatives to Maximize Value for Stockholders

CAMBRIDGE, Mass.--(BUSINESS WIRE)—July 24, 2023-- Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) (“Infinity”), a clinical-stage biotechnology company developing eganelisib, a potential first-in-class, oral, immuno-oncology macrophage reprogramming therapeutic, announced that it has terminated its previously announced merger agreement providing for the merger with MEI Pharma, Inc. (“MEI”).

At a special meeting of MEI stockholders on July 23, 2023, MEI did not obtain MEI stockholder approval for the merger with Infinity, nor could MEI obtain approval for an adjournment of the special meeting.  In the process of attempting to obtain approval for the merger, which the MEI board supported based on the value creation potential of the combined companies with eganelisib as the lead asset, MEI was forced to contend with an unsolicited public proposal to acquire MEI by certain activist stockholders who launched a public campaign to buy MEI at a significant discount to its cash on hand.

Infinity has continued to prepare for the initiation of a planned global Phase 2 clinical trial evaluating eganelisib in head and neck squamous cell carcinoma, and, following FDA feedback, the final protocol has been submitted to the FDA. Based on the strength of the eganelisib data generated across several tumor types to date, Infinity’s board of directors continues to believe in the value of eganelisib and will explore strategic alternatives intended to realize this potential value. Infinity’s board believes that eganelisib offers a near-term value creation opportunity and would be attractive to potential acquirers and intends to engage one or more strategic advisors to assist in the process. In an effort to conserve resources and preserve value for stockholders during this process, the company’s board and management team expect to undertake a series of cost saving measures.

Infinity provided a conditional notice of termination to MEI indicating that Infinity was terminating the merger agreement if MEI did not obtain stockholder approval of the issuance of MEI common stock in connection with the merger. As a result of the termination of the merger agreement, we believe Infinity is entitled to reimbursement of certain expenses and fees of $1,000,000 from MEI in accordance with the terms of the merger agreement. Infinity has the potential to receive an additional $4,000,000 termination fee from MEI under certain circumstances outlined in the joint proxy statement/prospectus relating to the merger.

About Infinity Pharmaceuticals

Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) is a clinical-stage biotechnology company developing eganelisib (IPI-549), a potential first-in-class, oral, immuno-oncology macrophage reprogramming therapeutic which is designed to address a fundamental biologic mechanism of immune suppression in cancer in multiple clinical studies. For more information on Infinity, please refer to Infinity’s website at www.infi.com.
Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the potential of eganelisib; the company’s plans to explore strategic alternatives; and the company’s ability to execute on its strategic plans. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the company’s current expectations. For example, substantial doubt exists about the company’s ability to continue as a going concern.  In addition, there can be no guarantee that eganelisib will successfully complete necessary preclinical and clinical development phases, that the company will be successful in establishing a strategic partnership to further the development of eganelisib or that any positive developments in Infinity’s product portfolio will result in stock price appreciation. Management’s expectations and, therefore, any forward-looking statements in this press release could also be affected by risks and uncertainties relating to a number of other factors, including the following: Infinity’s ability to continue as a going concern; Infinity’s ability to successfully identify one or more strategic opportunities for eganelisib; the cost, timing and results of clinical trials and other development activities that may be delayed or disrupted by the COVID-19 pandemic or otherwise; the content and timing of decisions made by the FDA and other regulatory authorities; Infinity’s ability to obtain and maintain requisite regulatory approvals; unplanned cash requirements and expenditures; development of agents by Infinity’s competitors for diseases in which Infinity is currently developing or intends to develop eganelisib; and Infinity’s ability to obtain, maintain and enforce patent and other intellectual property protection for eganelisib. These and other risks which may impact management’s expectations are described in greater detail under the caption “Risk Factors” included in Infinity’s annual report and quarterly reports filed with the Securities and Exchange Commission (SEC), and in other filings that Infinity makes with the SEC, available through the company’s website at www.infi.com. Any forward-looking statements contained in this press release speak only as of the date hereof, and Infinity does not undertake and expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release contains hyperlinks to information that is not deemed to be incorporated by reference.

Infinity Contact
Melissa Hackel
Tel: 617-453-1117



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Jul. 23, 2023
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Entity Tax Identification Number 33-0655706
Entity Address, Address Line One 1100 Massachusetts Avenue
Entity Address, Address Line Two Floor 4
Entity Address, City or Town Cambridge
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02138
City Area Code 617
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