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 1423, 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 51.0702. Termination ~~Submission~~ of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnAs ~~July~~previously 14disclosed, on February 22, 2023, Infinity Pharmaceuticals, Inc., ~~(the “Company”) held~~ a ~~special~~Delaware ~~meeting~~corporation ~~of the stockholders of the Company~~ (~~the~~ “Infinity ~~Special Meeting~~”). Ator the ~~Infinity~~ ~~Special Meeting, the stockholders of the~~ “Company ~~voted on the proposals set forth below~~”), ~~which were set forth in the joint proxy statement/prospectus of the Company and~~ MEI Pharma, Inc., a Delaware corporation ("“MEI"”), ~~filed with the Securities~~ and ~~Exchange~~Meadow ~~Commission~~Merger ~~on June 6~~Sub, ~~2023~~Inc., ~~The~~a ~~final~~Delaware ~~voting~~corporation ~~results~~and ~~for~~a ~~each~~wholly ~~proposal~~owned ~~are~~subsidiary ~~set forth below. As~~ of ~~the~~MEI ~~close~~(“Merger ~~of business on May 22~~Sub”), ~~2023,~~entered ~~the~~into ~~record~~an ~~date~~Agreement ofand ~~the~~Plan ~~Infinity Special Meeting, there were 89,904,805 shares~~ of ~~common stock~~Merger of (the ~~Company, par value $0.001 per share (~~“~~Company~~Merger ~~Common Stock~~Agreement”), ~~outstanding~~providing for, ~~each~~among ofother ~~which~~matters, ~~was~~and subject ~~entitled~~ to ~~one~~the ~~vote~~satisfaction onor ~~each~~waiver ~~proposal~~of at the ~~Infinity~~conditions ~~Special~~set ~~Meeting.~~forth Atin the ~~Infinity~~Merger ~~Special Meeting~~Agreement, athe ~~total~~merger of ~~51,950,614~~Merger ~~shares~~Sub ~~of Company~~with ~~Common~~and ~~Stock~~into Infinity, ~~representing~~with ~~approximately~~Infinity ~~57.78%~~continuing ofas ~~the~~a ~~outstanding~~wholly ~~shares~~owned subsidiary of ~~Company~~MEI ~~Common~~and ~~Stock~~the ~~entitled~~surviving tocorporation ~~vote,~~of ~~were~~the ~~present virtually or represented by proxy, constituting a quorum to conduct business~~merger.

~~Proposal~~On ~~No.~~July 122, –2023, ~~The~~ Infinity ~~Merger~~provided ~~Proposal: To~~a ~~approve~~conditional ~~the~~notice ~~adoption~~ of ~~the~~termination ~~Agreement~~to ~~and~~MEI ~~Plan~~indicating ofthat ~~Merger,~~if ~~dated~~MEI asdid ofnot ~~February~~obtain ~~22,~~stockholder ~~2023,~~approval asof itthe ~~may~~issuance beof MEI ~~amended~~common ~~from~~stock ~~time~~in toconnection ~~time,~~with ~~by and between MEI,~~ the ~~Company and Meadow~~ Merger ~~Sub, Inc.~~ (the “~~Merger~~Meadow ~~Sub~~Stockholder Approval”), aat ~~Delaware corporation~~the ~~and~~Meadow aStockholders ~~wholly-owned~~Meeting ~~subsidiary~~(as ofdefined ~~MEI,~~in ~~pursuant~~the ~~to which~~ Merger ~~Sub~~Agreement) ~~will~~or ~~merge~~any ~~with~~postponement ~~and~~or ~~into~~adjournment ~~the Company~~thereof, ~~with~~Infinity terminated the ~~Company~~Merger ~~surviving~~Agreement aspursuant to ~~a wholly owned subsidiary of MEI,~~ and ~~the~~in ~~surviving~~accordance ~~company~~with ofSection ~~the merger~~ 7.2(~~the “Merger”~~c), ~~which proposal~~of ~~is referred to as~~ the ~~“Infinity~~ Merger ~~Proposal~~Agreement.”

~~The~~On July 23, 2023, MEI provided notice to Infinity ~~Merger~~that ~~Proposal~~the Meadow Stockholder Approval was ~~approved~~not byobtained ~~the~~and ~~requisite~~that ~~vote~~in accordance with Section 7.2(c) of the Merger ~~Company’s~~Agreement, ~~stockholders~~MEI was terminating the Merger Agreement with immediate effect.

Votes For		Votes Against		Abstentions		Broker Non-Votes
50,058,272		1,643,367		248,975		—

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.

~~Proposal~~Item No8.01. Other 2 – The Infinity Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that will or may be payable to the Company’s named executive officers in connection with the Merger, which proposal is referred to as the “Infinity Compensation ProposalEvents.”

~~The~~On ~~Infinity~~July ~~Compensation~~24, ~~Proposal~~2023, ~~was~~the ~~approved~~Company byissued a press release regarding the ~~requisite~~termination ~~vote~~of the Merger Agreement. A copy of the ~~Company’s~~press ~~stockholders~~release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Votes For		Votes Against		Abstentions		Broker Non-Votes
39,590,429		10,888,916		1,471,269		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		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 14, 2023	By:	/s/ Seth A. Tasker
Date: July 24, 2023	By:	/s/ Seth A. Tasker
		Seth A. Tasker
		Chief Business Officer

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