Infinity Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 14, 2023

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Infinity Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (617) 453-1000

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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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

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 On July 14, 2023, Infinity Pharmaceuticals, Inc. (the “Company”) held a special meeting of the stockholders of the Company (the “Infinity Special Meeting”). At 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 Commission on June 6, 2023. The final voting results for each proposal are set forth below. As of the close of business on May 22, 2023, the record date of the Infinity Special Meeting, there were 89,904,805 shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Infinity Special Meeting. At the Infinity Special Meeting, a total of 51,950,614 shares of Company Common Stock, representing approximately 57.78% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.

 

 

The Infinity Merger Proposal was approved by the requisite vote of the Company’s stockholders.

 

The Infinity Compensation Proposal was approved by the requisite vote of the Company’s stockholders.

 

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.