Current Report Filing (8-k)
June 02 2017 - 8:01AM
Edgar (US Regulatory)
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): May 31, 2017
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
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Delaware
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000-31141
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33-0655706
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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784 Memorial Drive, Cambridge, MA
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Entry into a Material Definitive Agreement
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784 Memorial Drive Lease
On May 31, 2017, Infinity Pharmaceuticals, Inc. (
we
,
us
, or
our
) and BHX, LLC, as
trustee of 784 Realty Trust (the
Landlord
), entered into a third amendment (the
Third Lease Amendment
) to that certain lease dated September 25, 2014 (as amended, the
Lease
) for the lease
of office space at 784 Memorial Drive, Cambridge, MA 02139 (the
Premises
). The Third Lease Amendment extends the first amendment to the Lease (the
First Lease Amendment
), effective as of March 27, 2017,
under which we and Landlord agreed to the early termination of the Lease subject to the satisfaction of specified contingencies and payment of a termination payment, as described in more detail below.
Under the Third Lease Amendment, the Lease will terminate effective August 31, 2017 (the
Early Termination Date
) upon
satisfaction of the following contingencies: (i) we receive from Landlord a notice (
Landlord Notice
) on or before June 22, 2017 that it entered into a new lease or leases on or before June 15, 2017 with respect to
100% of the Premises (the
Landlord Contingency
), or that it has waived the Landlord Contingency; (ii) we provide notice to Landlord on or before June 22, 2017 (
Tenant Notice
) that we received a
qualifying lender consent on or before June 15, 2017 (the
Tenant Contingency
) or that we have waived the Tenant Contingency; and (iii) our payment to Landlord of $5,000,000 in the manner described in the First Lease
Amendment.
If the Landlord Notice is not timely given, the Third Lease Amendment shall be null and void, and the Lease shall remain in
effect in accordance with its terms as they existed immediately prior to execution and delivery of the Third Lease Amendment.
The
foregoing description of the terms of the Third Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Lease Amendment, a copy of which is attached hereto as Exhibit 10.1 to this
Current Report on Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) The following exhibit is included in this
report:
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Exhibit
No.
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Description
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10.1
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Third Amendment to Lease, effective as of May 31, 2017, between Infinity Pharmaceuticals, Inc. and BHX, LLC as trustee of 784 Realty Trust.
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SIGNATURE
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.
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INFINITY PHARMACEUTICALS, INC.
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Date: June 2, 2017
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By:
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/s/ Lawrence Bloch, M.D., J.D.
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Lawrence Bloch, M.D., J.D.
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President
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Infinity Pharmaceuticals (NASDAQ:INFI)
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