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 2324, 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 12.0205. ~~Termination~~Costs ofAssociated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

AsOn ~~previously~~July ~~disclosed~~24, ~~on February 22,~~ 2023, ~~Infinity~~the ~~Pharmaceuticals,~~board ~~Inc.,~~of adirectors ~~Delaware corporation~~ (~~“Infinity” or~~ the “~~Company~~Board”), ~~MEI~~of ~~Pharma~~Infinity Pharmaceuticals, Inc., ~~a Delaware corporation~~ (the “~~MEI~~Company”), ~~and~~approved ~~Meadow Merger Sub, Inc.,~~ a ~~Delaware~~plan ~~corporation~~to ~~and~~reduce athe ~~wholly~~Company’s ~~owned~~overall ~~subsidiary~~headcount ofby ~~MEI (“Merger Sub”)~~21 positions, ~~entered~~representing ~~into~~approximately an78% ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~Company’s ~~Agreement”),~~workforce. The ~~providing~~workforce ~~for,~~reduction ~~among~~is ~~other~~expected ~~matters, and subject~~ to ~~the~~be ~~satisfaction~~completed orby ~~waiver of~~ the ~~conditions~~end ~~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~~third ~~corporation~~quarter of ~~the merger~~2023.

OnThe ~~July~~Company ~~22,~~expects ~~2023,~~to ~~Infinity~~incur ~~provided~~ a ~~conditional~~one-time ~~notice~~charge ofin ~~termination~~the tothird ~~MEI~~quarter ~~indicating~~of ~~that~~2023 ifof ~~MEI~~approximately ~~did~~$3.4 ~~not~~million ~~obtain~~in ~~stockholder~~severance ~~approval~~and ofrestructuring ~~the issuance of~~costs ~~MEI common stock~~ in connection with the ~~Merger~~workforce ~~(the~~reduction. ~~“Meadow~~This ~~Stockholder~~charge ~~Approval”)~~primarily atrelates ~~the~~to ~~Meadow~~severance ~~Stockholders~~payments ~~Meeting~~and ~~(as~~employee ~~defined~~benefits. inThe estimates of expenses and cash costs that the ~~Merger~~Company ~~Agreement)~~expects orto ~~any~~incur, ~~postponement~~and orthe ~~adjournment~~timing thereof, ~~Infinity~~are ~~terminated~~subject ~~the~~to ~~Merger~~a ~~Agreement~~number ~~pursuant~~of toassumptions and actual results may differ. If the Company subsequently determines that it will incur significant additional expenses or cash costs in ~~accordance~~connection with ~~Section~~the ~~7.2(c)~~workforce ofreduction, ~~the~~it ~~Merger~~will ~~Agreement~~amend this Current Report on Form 8-K to disclose such information.

OnItem ~~July~~5.02. Departure ~~23,~~of ~~2023,~~Directors ~~MEI~~or ~~provided~~Certain ~~notice~~Officers; toElection ~~Infinity~~of ~~that~~Directors; ~~the~~Appointment ~~Meadow~~of ~~Stockholder~~Certain ~~Approval~~Officers; ~~was~~Compensatory ~~not~~Arrangements ~~obtained and that in accordance with Section 7.2(c)~~ of ~~the~~Certain ~~Merger Agreement, MEI was terminating the Merger Agreement with immediate effect~~Officers.

~~The~~On ~~Merger Agreement terminated effective~~ July 2324, 2023~~. Pursuant~~, toeach ~~Section 7.6(a)~~ of ~~the~~Samuel ~~Merger Agreement~~Agresta, ifSujay ~~within~~R. 12Kango ~~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~~Brian asSchwartz ~~defined~~resigned infrom the ~~Merger Agreement~~Board, ~~except~~effective 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 $4immediately.~~0 million termination fee to Infinity.~~ InThese ~~addition,~~resignations ~~pursuant~~were tonot ~~Section~~the ~~7.6(b)~~result of ~~the~~any ~~Merger~~dispute ~~Agreement,~~or ifdisagreement 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~~Company.~~0 million.~~

Item 8.01. Other Events.

On July 2425, 2023, the Company issued a press release regarding the ~~termination~~workforce ofreduction ~~the~~and ~~Merger~~departure ~~Agreement~~of directors. 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
99.1		Press release dated July 2425, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. All statements, other than statements of historical facts, included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the applicable securities laws and regulations. The words “estimates,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include statements regarding the expected timing for completion of the workforce reduction and the amounts and timing of the expenses and cash costs that the Company expects to incur in connection with the workforce reduction. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Risk Factors discussed in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”), and its other filings with the SEC, available through the Company’s website at www.infi.com. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this report. The Company does not intend to revise or update any forward-looking statement in this report to reflect events or circumstances arising after the date hereof, except as may be required by law.

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
Date: July 25, 2023	By:	/s/ Seth A. Tasker
		Seth A. Tasker
		Chief Business Officer

Filing Compare · INFINITY PHARMACEUTICALS, INC.