| Item 1.01. | Entry Into a Material Definitive Agreement. |
On July 29, 2019, Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC and B. Riley FBR, Inc. (each, an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share, having an aggregate offering price of up to $20,000,000 (the “Shares”) from time to time through the Agents (the “Offering”).
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares by methods deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). With the Company’s prior written approval, the Agents may also sell the Shares by any other method permitted by law, including in negotiated transactions.
The Company or the Agents may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. An Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The Company has agreed to pay the Agents commissions for their services in acting as agents in the sale of the Shares in the amount of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares will be sold pursuant to an effective shelf Registration Statement on FormS-3 filed with the U.S. Securities and Exchange Commission (the “SEC”), which became effective on April 29, 2019 (FileNo. 333-230258). The Company also will file with the SEC a prospectus supplement, dated July 29, 2019, relating to the Offering (the “Prospectus Supplement”) and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 30 2019, the Company issued a press release announcing its results for the quarter ended June 30, 2019 and will conduct a previously announced, publicly available conference call to discuss those results. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference. The information contained on the websites referenced in the press release is not incorporated herein.
This information and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
