UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): June 1527, 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)

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

Not applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

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~~Trading ~~of each exchange on which registered~~Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	INFI	Nasdaq Global Select Market
Common Stock, $0.001 par value		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 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 27, 2023, Infinity Pharmaceuticals, Inc., (the “Company”) received a ~~Delaware~~letter ~~corporation~~(the “Letter”) from the Listing Qualifications Department (the “~~Infinity~~Staff”), ~~and~~of ~~MEI~~The ~~Pharma,~~Nasdaq Stock ~~Inc.,~~Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock from The Nasdaq Global Select Market due to the Company not having regained compliance with Nasdaq Listing Rule 5450(a)(1) ~~Delaware~~(the “Minimum ~~corporation~~Bid Requirement”) during the 180-calendar-day period (the “~~MEI~~Compliance Period”) following the deficiency letter the Company received from the Staff on December 28, ~~issued~~2022, regarding the Company’s noncompliance with the Minimum Bid Requirement, the receipt of which the Company previously disclosed on a ~~joint~~Current ~~press~~Report ~~release~~on Form 8-K filed on ~~June~~ 15December 30, ~~2023~~2022. The ~~announcing~~Minimum Bid Requirement requires Nasdaq-listed securities to maintain a ~~video~~minimum ~~webcast~~bid ~~available~~price onof ~~June~~$1.00 19per share, ~~2023~~and for the Company to ~~discuss~~regain compliance with the ~~merger~~Minimum ~~contemplated~~Bid byRequirement, the ~~Agreement~~closing ~~and~~bid ~~Plan~~price of ~~Merger,~~the ~~dated~~Company’s ~~February~~common ~~22,~~stock ~~2023,~~would byhave ~~and~~had ~~among~~to ~~Infinity,~~have ~~MEI~~been ~~and~~at ~~Meadow~~least ~~Merger~~$1.00 ~~Sub,~~per ~~Inc.,~~share for a ~~Delaware~~minimum ~~corporation~~of ~~and~~ten consecutive business days during the Compliance Period (Nasdaq has the discretion to monitor a ~~wholly~~company ~~owned~~for ~~subsidiary~~as oflong ~~MEI~~as 20 consecutive business days before deeming the company in compliance).

AThe ~~copy~~Letter ofstated ~~the~~that, ~~joint~~unless ~~press~~the ~~release~~Company isrequests ~~attached~~an asappeal ~~Exhibit~~of ~~99.1~~the ~~hereto~~delisting determination, ~~and~~the aCompany’s ~~copy~~common ofstock ~~the~~will ~~investor~~be ~~presentation~~scheduled ~~presented~~for delisting at the ~~video webcast is attached as~~opening ~~Exhibit~~ of ~~99.2~~business ~~hereto. In~~on ~~accordance~~July ~~with~~7, ~~General~~2023, ~~Instruction~~and ~~B.2~~a of Form 825-K,NSE ~~the~~will ~~foregoing~~be ~~information,~~filed ~~including~~with ~~Exhibits~~the ~~99.1~~Securities and ~~99.2~~Exchange Commission, ~~shall~~which ~~not~~will beremove ~~deemed~~the ~~“filed”~~Company’s ~~for~~securities ~~the~~from ~~purposes~~listing ofand ~~Section~~registration 18on ofNasdaq. The ~~the~~Letter ~~Securities~~stated ~~Exchange~~that ~~Act~~the ofCompany ~~1934,~~may asappeal ~~amended~~Staff’s determination to a Hearings Panel (the “~~Exchange Act~~Panel”), orpursuant ~~otherwise subject~~ to the ~~liabilities~~procedures ofset ~~that~~forth ~~section,~~in ~~nor~~the ~~shall~~Nasdaq ~~such~~Listing ~~information,~~Rule ~~including~~5800 ~~Exhibits 99.1 and 99.2~~Series, bewith ~~deemed~~the ~~incorporated~~Company byhaving ~~reference~~until ~~into~~4:00 ~~any~~p.m. ~~filing~~Eastern ~~under~~Time ~~the~~on ~~Securities~~July ~~Act of 1933~~5, as2023 ~~amended,~~to orsubmit ~~the Exchange~~a ~~Act,~~request ~~except~~for ~~as shall be expressly set forth by specific reference in~~ such ~~filing~~a hearing.

~~Cautionary~~The ~~Statement~~Company ~~Regarding~~intends ~~Forward-Looking~~to ~~Statements~~timely request a hearing before the Panel. The hearing request will automatically stay the suspension and/or delisting of the Company’s securities pending completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant an extension through a date no later than December 26, 2023. The Company intends to present at the hearing a plan to regain compliance with the Minimum Bid Requirement and request the continued listing of its common stock on The Nasdaq Global Select Market pending such compliance. However, there can be no assurance that the Panel will grant the Company’s request or that the Company will ultimately regain compliance with all applicable requirements for continued listing.

~~Certain~~As ~~statements~~previously ~~contained~~disclosed inon this filing may be considered forward-looking statements within the meaning of the federal securities law. Such statements are based upon current plans, estimates and expectations of the management of MEI and Infinity that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a ~~representation~~Current ~~that~~Report ~~such~~on ~~plans,~~Form estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward8-~~looking~~K ~~statements.~~filed All statements, other than historical facts, including statements regarding: the expected timing of the closing of the proposed merger; the ability of the parties to complete the proposed merger considering the various closing conditions; the expected benefits of the proposed merger, including estimations of anticipated cost savings and cash runway; the competitive ability and position of the combined company; the potential, safety, efficacy, and regulatory and clinical progress of the combined company’s product candidates, including the anticipated timing for initiation of clinical trials and release of clinical trial data and the expectations surrounding potential regulatory submissions, approvals and timing thereof; the sufficiency of the combined company’s cash, cash equivalents and short-term investments to fund operations; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from MEI’s and Infinity’s plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect MEI’s and Infinity’s businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the proposed merger and the potential failure to satisfy the conditions to the consummation of the proposed merger, including obtaining stockholder and regulatory approvals; (iii) the proposed merger may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the proposed merger on ~~the~~April ~~ability of MEI or Infinity to retain and hire key personnel and maintain relationships with customers~~7, ~~suppliers and others with whom MEI or Infinity does business~~2023, or on ~~MEI’s~~April or Infinity’s operating results and business generally; (v) MEI’s or Infinity’s respective businesses may suffer as a result of uncertainty surrounding the proposed merger and disruption of management’s attention due to the proposed merger; (vi) the outcome of any legal proceedings related to the proposed merger or otherwise4, ~~or the impact of the proposed merger thereupon; (vii) MEI or Infinity may be adversely affected by other economic~~2023, ~~business, and/or competitive factors; (viii)~~ the ~~occurrence~~Company ofalso ~~any~~received ~~event,~~a ~~change~~deficiency ~~or other~~letter ~~circumstances~~from ~~that could give rise to~~ the ~~termination~~Staff of ~~the merger agreement and the proposed merger; (ix) restrictions during the pendency of the proposed merger that may impact MEI’s or Infinity’s ability to pursue certain business~~Nasdaq ~~opportunities~~notifying ~~or strategic transactions; (x)~~ the ~~risk~~Company that ~~MEI or Infinity may be unable to obtain governmental and regulatory approvals required for~~ the ~~proposed~~listing ~~merger, or that required governmental and regulatory approvals may delay the consummation~~ of ~~the~~its ~~proposed~~common ~~merger~~stock orwas ~~result~~not in ~~the~~compliance ~~imposition~~with ofNasdaq ~~conditions~~Listing ~~that~~Rule ~~could reduce the anticipated benefits from the proposed merger or cause the parties to abandon the proposed merger;~~ 5450(xib) ~~risks that the anticipated benefits of the proposed merger or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected;~~ (~~xii~~2) ~~the impact of legislative, regulatory, economic, competitive and technological changes;~~ (~~xiii~~A) ~~risks~~for ~~relating to~~continued ~~the~~listing ~~value~~on ofThe ~~MEI~~Nasdaq ~~shares~~Global toSelect be issued in the proposed merger; (xiv) the risk that integration of the proposed merger post-closing may not occur as anticipated or the combined company may not be able to achieve the benefits expected from the proposed mergerMarket, as ~~well as~~ the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations, as well as fluctuations in the market ~~price~~value of ~~MEI’s~~the ~~and Infinity~~Company’s ~~traded~~listed securities; ~~(xvi)~~was ~~the~~less ~~impact of the COVID-19 pandemic on MEI’s and Infinity’s industry and individual companies, including on counterparties, the supply chain, the execution of~~than ~~clinical development programs~~$50, access to financing and the allocation of government resources; (xvii) final data from pre-clinical studies and completed clinical trials may differ materially from reported interim data from ongoing studies and trials; (xviii) costs and delays in the development and/or U.S. Food and Drug Administration (“FDA”) approval000,000 or the failure to obtain such approval, of the combined company’s product candidates; (xix) regulatory authorities may not agree with the design or results of clinical studies and as a result future clinical studies may be subject to holds; (xx) uncertainties or differences in interpretation in clinical trial results; (xxi) the combined company’s inability to maintain or enter into, and the risks resulting from dependence upon, collaboration or contractual arrangements necessary for the ~~development,~~previous ~~manufacture,~~30 ~~commercialization,~~consecutive ~~marketing,~~business ~~sales~~days and ~~distribution of any product candidates; and (xxii)~~ the ~~ability~~Company ~~of MEI~~does ~~or Infinity to protect and enforce intellectual property rights; and (xxiii) the unpredictability and severity of catastrophic events, including, but~~ not ~~limited~~meet ~~to, acts of terrorism or outbreak of war or hostilities, as well as MEI’s and Infinity’s response to~~ any of the ~~aforementioned~~alternative ~~factors~~listing requirements. The ~~Additional~~Company factors that may affect the future results of MEI and Infinity are set forth in their respective filings with the United States Securities and Exchange Commission (the “SEC”), including the section entitled “Risk Factors” in the Registration Statement on Form S-4 that was ~~declared~~granted ~~effective~~a ~~by the SEC on June 6, 2023 and each of MEI’s and Infinity’s most recently filed Annual Reports on Form 10~~180-K,day ~~subsequent~~grace ~~Quarterly Reports~~period onto ~~Form~~regain ~~10-Q,~~compliance ~~Current Reports on Form 8-K and other filings~~ with ~~the~~this ~~SEC~~requirement, which ~~are~~expires ~~available~~ on ~~the SEC’s website at www.sec.gov. See in particular MEI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 in Part I, Item~~ ~~1A,~~October ~~“Risk Factors~~2,” ~~and Infinity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in Part I, Item 1A, “Risk Factors~~2023.” ~~The~~As risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning MEI and Infinity and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this ~~filing.~~Current ~~While~~Report ~~MEI~~on ~~and~~Form ~~Infinity may elect to update such forward~~8-~~looking~~K, ~~statements at some point in~~ the ~~future,~~Company ~~they~~remains ~~disclaim~~out ~~any~~of ~~obligation~~compliance towith doNasdaq ~~so,~~Listing ~~other~~Rule ~~than as may be required by law, even if subsequent events cause their views to change~~5450(b)(2)(A).

~~Important~~Forward-Looking ~~Information about the Merger and Where to Find It~~Statements

This ~~communication~~Current ~~relates~~Report toon aForm ~~proposed~~8-K ~~transaction~~contains ~~between~~forward-looking ~~Infinity~~statements ~~and~~that ~~MEI.~~involve Inrisks ~~connection~~and ~~with~~uncertainties. All ~~the~~statements, ~~proposed~~other ~~merger,~~than ~~MEI~~statements ~~filed~~of ~~with~~historical ~~the~~facts, included ~~SEC~~in athis ~~registration statement~~Current Report on Form S8-4K ~~that~~are ~~includes~~“forward-looking astatements” ~~joint~~within ~~proxy~~the ~~statement~~meaning of ~~MEI~~the applicable securities laws and ~~Infinity~~regulations. ~~(the~~The words “~~Joint~~estimates,” ~~Proxy~~“expects,” ~~Statement/Prospectus)~~“intends,” ~~that~~and ~~also~~similar ~~constitutes~~expressions aare ~~prospectus~~intended ofto ~~MEI.~~identify forward-looking ~~The~~statements, ~~registration~~although ~~statement~~not onall ~~Form~~forward-looking Sstatements contain these identifying words. Forward-4looking ~~was~~statements, ~~declared~~including ~~effective~~statements byregarding the ~~SEC~~Company’s onintention ~~June~~to ~~6, 2023.~~request ~~MEI~~a hearing and ~~Infinity~~present ~~have~~a ~~each~~plan ~~filed~~to ~~and~~regain compliance ~~mailed~~with the ~~Joint~~Minimum ~~Proxy~~Bid ~~Statement/Prospectus~~Requirement, toany ~~their~~stay ~~respective~~that ~~stockholders.~~may ~~INVESTORS~~be ~~AND~~granted ~~MEI’S~~with ~~AND~~respect ~~INFINITY~~to the delisting of the Company’Ss ~~RESPECTIVE~~common ~~STOCKHOLDERS~~stock, ~~ARE~~the ~~URGED~~potential TOsuccess ~~READ~~of ~~THE~~the ~~JOINT~~Company’s ~~PROXY~~planned ~~STATEMENT/PROSPECTUS~~appeal INand ~~ITS ENTIRETY~~the ~~AND~~Company’s ~~ANY~~ability ~~OTHER~~to ~~DOCUMENTS~~regain ~~FILED~~compliance BYwith Nasdaq ~~EACH~~rules, OFinvolve ~~MEI~~risks ~~AND~~and ~~INFINITY~~uncertainties ~~WITH~~which ~~THE~~may ~~SEC~~cause INactual ~~CONNECTION~~results ~~WITH~~to ~~THE~~differ ~~PROPOSED~~materially ~~MERGER~~from ORthose ~~INCORPORATED~~stated BYhere. Factors ~~REFERENCE~~that ~~THEREIN~~could ~~BECAUSE~~cause ~~THEY~~actual ~~WILL~~results ~~CONTAIN~~to ~~IMPORTANT~~differ ~~INFORMATION~~materially ~~ABOUT~~from ~~THE~~those ~~PROPOSED~~in ~~MERGER~~the ~~AND~~forward-looking ~~THE~~statements ~~PARTIES~~include, TObut are ~~THE~~ not ~~PROPOSED~~limited ~~MERGER.~~to, ~~Investors~~the timing and ~~stockholders~~outcome ~~may~~of ~~obtain~~any aNasdaq ~~free~~decision ~~copy~~with ofrespect to the ~~Joint~~Company’s ~~Proxy~~requests, ~~Statement/Prospectus~~the Company’s ability to successfully formulate and ~~other~~execute ~~documents~~a ~~containing~~plan ~~important~~to ~~information~~regain ~~about~~compliance ~~MEI~~with ~~and~~the ~~Infinity~~Minimum ~~from~~Bid Requirement, the ~~SEC~~future trading price of the Company’s ~~website~~common atstock, ~~www.sec.gov.~~the ~~MEI~~potential ~~and~~closing ~~Infinity~~of ~~make available~~the ~~free~~proposed ofmerger ~~charge~~involving atthe ~~www.meipharma.com~~Company, ~~and~~MEI ~~www~~Pharma, Inc.~~infi.com~~, ~~respectively~~a ~~(in~~Delaware ~~the~~corporation (“~~Investors~~MEI”), and ~~“Investors/Media”~~Meadow ~~sections~~Merger Sub, ~~respectively)~~Inc., ~~copies~~a Delaware corporation and a wholly owned subsidiary of ~~materials~~MEI, and ~~they~~the ~~file~~Company’s ~~with~~ability to continue as a going concern. 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 ~~furnish~~update any forward-looking statement in this report to, reflect events or circumstances arising after the ~~SEC~~date hereof, except as may be required by law.

Participants in the Solicitation

MEI, Infinity and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of MEI and Infinity in connection with the proposed merger. Securityholders may obtain information regarding the names, affiliations and interests of MEI’s and Infinity’s directors and executive officers in the Joint Proxy Statement/Prospectus which may be obtained free of charge from the SEC’s website at www.sec.gov, MEI’s investor website at https://www.meipharma.com/investors and Infinity’s investor website at https://investors.infi.com/.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated June 15, 2023
99.2		Investor Presentation, dated June 19, 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: June 20, 2023	By:	/s/ Seth A. Tasker
Date: June 30, 2023	By:	/s/ Seth A. Tasker
		Seth A. Tasker
		Chief Business Officer

Filing Compare · INFINITY PHARMACEUTICALS, INC.