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 11, 2021

     
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      
02138
Cambridge, Massachusetts        
(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 Class
 
Trading Symbol
 
Name of Exchange on Which Registered
Common Stock, $0.001 par value
 
INFI
 
The 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 1.01 Entry into a Material Definitive Agreement.

On February 11, 2021, Infinity Pharmaceuticals, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Piper Sandler & Co., as representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters in an underwritten public offering (the “Offering”) an aggregate of 21,000,000 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). All of the Underwritten Shares are being sold by the Company. The public offering price of the Underwritten Shares is $3.80 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Purchase Agreement at a price of $3.5720 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $74.5 million. Under the terms of the Purchase Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Purchase Agreement, to purchase up to an additional 3,150,000 shares of Common Stock (the “Option Shares” and, together with the Underwritten Shares, the “Shares”) to cover over-allotments, if any.

The Underwritten Shares and Option Shares will be issued pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying prospectus (Registration No. 333-230258) filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019 and declared effective by the SEC on April 29, 2019 and a related registration statement on Form S-3 (File No. 333-253026) filed by the Company with the SEC on February 11, 2021 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing. A prospectus supplement relating to the Offering has been filed with the SEC. The closing of the Offering is expected to take place on February 17, 2021, subject to customary closing conditions.

The Purchase Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Purchase Agreement, certain officers and directors of the Company have entered into “lock-up” agreements with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of the Company, subject to certain exceptions, for a period of 90 days from the date of the Purchase Agreement.

The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC, including the prospectus supplement relating to the Offering.

A copy of the Purchase Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit, which is incorporated by reference. A copy of the legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP relating to the legality of the issuance and sale of the Shares being sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC. 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.

Item 8.01. Other Events.

On February 11, 2021, the Company issued a press release announcing the launch of the Offering. 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.

On February 12, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01                          Financial Statements and Exhibits.

Exhibit No.
 
Description

 
Purchase Agreement, dated February 11, 2021, between Infinity Pharmaceuticals, Inc. and Piper Sandler & Co., as representative of the underwriters named therein.
 
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
 
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
 
Press release dated February 11, 2021.
 
Press release dated February 12, 2021.
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: February 12, 2021
By:
 
/s/ Seth A. Tasker
     
Seth A. Tasker
     
Chief Business Officer