Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On February 22, 2023, MEI Pharma, Inc, a Delaware corporation (the "Company"),
Infinity Pharmaceuticals, Inc., a Delaware corporation ("Infinity"), and Meadow
Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the
Company ("Merger Sub" each of the Company, Merger Sub and Infinity are each
sometimes referred to herein as a "Party" and collectively as the "Parties")
entered into an Agreement and Plan of Merger (the "Merger Agreement").
The Merger Agreement provides, among other things, that on the terms and subject
to the conditions set forth therein: (i) Merger Sub will merge with and into
Infinity, with Infinity being the surviving entity as a wholly-owned subsidiary
of the Company (the "Merger" and, collectively with the other transactions
contemplated by the Merger Agreement, the "Transactions"), (ii) each share of
the common stock, par value $0.001 per share, Infinity (the "Infinity Common
Stock") issued and outstanding immediately prior to the Merger (other than
shares of Infinity Common Stock held in treasury, if any) shall be automatically
converted into the right to receive 1.0449 shares (the "Exchange Ratio") of the
common stock, par value $0.00000002 per share, of the Company (the "Company
Common Stock"), subject to customary equitable adjustment in the event of any
recapitalization, stock split, reverse split or similar change, (iii) each
outstanding option to purchase shares of the Infinity Common Stock (each, an
"Infinity Option"), whether vested or unvested, will be assumed by the Company
and shall continue to have, and be subject to, the same terms and conditions
applicable to such Infinity Option immediately prior to the effective time of
the Merger, except that (A) such Infinity Option will be exercisable for that
number of shares of company Common Stock equal to the number of shares of
Infinity Common Stock subject to such option immediately prior to the effective
time of the Merger multiplied by the Exchange Ratio and rounded down to the next
nearest share of Company Common Stock, and (B) the exercise price per share
shall be the exercise price per share in effect for that option immediately
prior to the effective time of the Merger divided by the Exchange Ratio and
rounded up to the next nearest cent, and (iv) each restricted stock unit of
Infinity (each, an "Infinity RSU") outstanding immediately prior to the
effective time of the Merger, whether vested or unvested, will be distributed
prior to the effective time of the Merger, and any shares of Infinity Common
Stock resulting therefrom shall be treated in accordance with subpart
(ii) hereof. Upon completion of the Merger, the Company's stockholders will own
approximately 58% of the combined company's outstanding common stock and
Infinity stockholders will own approximately 42%, subject to the terms of the
Merger Agreement. The Merger is intended to qualify as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Conditions to Closing
Under the Merger Agreement, the consummation of the Merger (the "Closing") is
subject to, and will take place following the satisfaction or waiver by the
Company or Infinity, as applicable, of certain customary closing conditions,
including, without limitation: (i) the registration statement on Form S-4 (which
will include a joint proxy statement/prospectus) (the "Registration Statement"),
to be filed by the Company with the U.S. Securities and Exchange Commission
("SEC") to register the Company's Common Stock to be issued to the holders of
the shares of Infinity Common Stock in connection with the Merger, must have
become effective and not subject to any stop order or proceeding seeking a stop
order; (ii) Infinity must have obtained the approval of its stockholders of the
Merger and the Transactions contemplated by the Merger Agreement (the "Infinity
Stockholder Approval"); (iii) the Company must have obtained approval of its
stockholders (the "Company Stockholder Approval") of the issuance of such shares
of the Company's Common Stock in connection with the Merger (the "Company Share
Issuance"); (iv) the absence of any law or judgment of a governmental entity of
competent jurisdiction that is in effect and restrains, enjoins, or otherwise
prohibits consummation of the Merger; (v) the existing shares of Company Common
Stock must be continually listed on Nasdaq, and the shares of Company Common
Stock issuance pursuant to the Company Share Issuance must be approved for
listing on Nasdaq; (vi) the performance, in all material respects, by each of
Infinity and the Company of such party's respective obligations pursuant to the
Merger Agreement; (vii) the absence of a continuing "material adverse effect",
as such term is defined in the Merger Agreement, on the business, financial
condition or results of operations of, respectively, (a) Infinity and its
subsidiaries, taken as a whole or (b) the Company and its subsidiaries, taken as
a whole; (viii) the accuracy of Infinity's and the Company's representations and
warranties, subject to specified materiality qualifications; (ix) delivery of
customary closing documents, including a customary officer certificate from
Infinity and the Company and (x) each of Infinity and the Company shall have, at
the Closing, an amount of cash greater than or equal to such party's "Minimum
Net Cash" (as such term is defined in the Merger Agreement), in each case, on
terms further described in the Merger Agreement.
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Representations and Warranties; Covenants
The parties to the Merger Agreement have agreed to customary representations and
warranties for transactions of this type. In addition, the parties to the Merger
Agreement agreed to be bound by certain customary covenants for transactions of
this type, including, among others, (i) covenants with respect to the
solicitation by each party of alternative Acquisition Proposals, and
restrictions on each party's ability to enter into an Alternative Acquisition
Agreement (as such terms are defined in the Merger Agreement), (ii) covenants
with respect to the conduct of the business and operations Company, Infinity and
their respective subsidiaries during the period between execution of the Merger
Agreement and the Closing and (iii) with respect to Infinity, a covenant related
to the development of its product candidate, eganelisib.
Subject to certain customary exceptions, including provisions related to the
payment of expenses, indemnification of directors and officers of Infinity and
the tax treatment of the Merger, the representations, warranties, agreements and
covenants of the parties set forth in the Merger Agreement will terminate at the
Closing.
Termination and Termination Fees
The Merger Agreement may be terminated under certain customary and limited
circumstances at any time prior to the Closing, including without limitation:
(i) by mutual written consent of the Company and Infinity; (ii) by either the
Company or Infinity, if (a) a governmental authority shall have issued a final
and non-appealable permanent restraining order, permanent injunction or other
similar permanent order which has the effect of enjoining or otherwise
. . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Officers
In accordance with the Merger Agreement, prior to the consummation of the
Merger, Daniel Gold, Ph.D. will resign as Chief Executive Officer. Dr. Gold will
continue to serve on the Board of Directors of the combined company. Dr. Gold's
resignation is not the result of any disagreements with the Company or relating
to the Company's operations, policies or practices.
Resignation of Directors
In accordance with the Merger Agreement, immediately prior to the consummation
of the Merger, Tamar D. Howson, Nicholas R. Glover and Frederick W. Driscoll
will resign from the Board of Directors of the Company. Mr. Driscoll had been
chair of the Audit Committee. Ms. Howson had been a member of the Nominating &
Governance Committee and a member of the Compensation Committee. Mr. Glover had
been chair of the Compensation Committee and a member of the Audit Committee.
The resignations were not the result of any disagreements with the Company
relating to the Company's operations, policies or practices.
Appointment of Officers
Pursuant to the Merger Agreement, effective prior to the consummation of the
Merger, David M. Urso will become Chief Executive Officer.
David M. Urso has been Chief Operating Officer and General Counsel of the
Company since July 2018. Prior to July 2018, Mr. Urso had been the Company's
Senior Vice President of Corporate Development and General Counsel since April
2014. Mr. Urso joined MEI Pharma with more than two decades of experience in the
life science industry, most recently as Chief Operating Officer and General
Counsel at Tioga Pharmaceuticals, a privately held drug development company he
co-founded in 2005. Previously, he was a Principal at Forward Ventures, where he
was responsible for identifying and developing life science venture capital
investments. Prior to joining Forward Ventures in 2002, Mr. Urso was Director of
Corporate Development and Legal Affairs at DNA Sciences, Inc. Previously, he
worked as an attorney in the corporate securities and licensing groups at Wilson
Sonsini Goodrich & Rosati LLP and Cooley Godward LLP, after beginning his career
as a bench scientist at SmithKline Beecham and the University of Pennsylvania
Medical School. Mr. Urso received a J.D. from Harvard Law School and a B.A. in
Molecular Biology and Philosophy from Reed College.
In addition, pursuant to the Merger Agreement, upon consummation of the business
combination, Robert Ilaria Jr. will become Chief Medical Officer, and Stéphane
Peluso will become Chief Scientific Officer of the combined company.
Robert Ilaria, Jr., M.D., has served as Chief Medical Officer of Infinity since
September 2021. Dr. Ilaria joined Infinity from Bristol Myers Squibb and
Celgene, where he worked from 2017 to 2021 and focused on immune-oncology drug
development, serving leadership roles on the CTLA-4 and PD-1 inhibitor drug
development teams, respectively. Prior to joining Celgene, Dr. Ilaria was at Eli
Lilly from 2005 to 2017 in leadership roles of increasing responsibility in both
Early and Late Phase drug development. During his time at Eli Lilly, Dr. Ilaria
was responsible for the clinical strategy of multiple assets ranging from
pre-clinical development through regulatory approval. Prior to joining the
pharmaceutical industry, Dr. Ilaria had academic clinical and basic science
research careers at UT Southwestern and Harvard Medical School. He holds a BA in
biology and philosophy from Rice University and an MD from UT Southwestern
Medical School. He did his internal medicine and hematology and medical oncology
training at Brigham and Women's Hospital and the Dana Farber Cancer Institute.
Dr. Ilaria has remained clinically active during his pharmaceutical career
through volunteer oncology staff service at academic teaching institutions.
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Stéphane Peluso, Ph.D., has served as Chief Scientific Officer of Infinity since
August 2021. Dr. Peluso returned to Infinity from Ipsen Bioscience where he was
most recently Vice President, Global Head of Oncology External Innovation. Prior
to Ipsen, Dr. Peluso worked at Infinity where he held positions of increasing
responsibility in medicinal chemistry and drug discovery from 2006 to August
2016, ultimately leading the Company's early drug discovery and pipeline
expansion efforts through both internal R&D and business development. Dr. Peluso
started his career as a medicinal chemist at Millennium Pharmaceuticals. He
graduated from the Ecole Supérieure de Chimie Industrielle de Lyon (ESCIL),
France, obtained his Ph.D. from the University of Lausanne, Switzerland, and
completed postdoctoral studies at the Massachusetts Institute of Technology.
Appointment of Directors
In accordance with the Merger Agreement, effective immediately after the
consummation of the Merger, the following individuals will be appointed to the
Board of Directors of the combined company.
Norman C. Selby has served as a board member of Infinity since March 2012.
Mr. Selby has spent over 35 years in the healthcare industry in various
consulting, managerial, investor, and board roles. Currently his primary focus
is on Real Endpoints, LLC, a private healthcare information and analytics
company he helped to found and where has been a board member since October 2010,
and as advisor to two privately held digital health start-ups, Jasper Health,
Inc. and Rhino HealthTech. He previously co-founded Paige.AI, an artificial
intelligence company focused on computational pathology, where he was a board
member from May 2017 to January 2020. Among earlier healthcare roles, Mr. Selby
served as the Chief Executive Officer of TransForm Pharmaceuticals from 2001
until 2005 and served as Executive Chairman of Physicians Interactive Holdings
from 2008 to 2013. Prior to TransForm Pharmaceuticals, Mr. Selby was an
Executive Vice President at Citigroup/Citicorp from 1997 to 2000. Mr. Selby
spent the bulk of his career, from 1978 to 1997, at McKinsey & Company where he
was Director (Senior Partner) in the firm's New York office. He held several
leadership roles at McKinsey, including head of the firm's Global
Pharmaceuticals and Medical Products Practice. From 1987 to 1989, Mr. Selby took
a leave of absence from McKinsey to serve as Chief Operating Officer of the New
York Blood Center, the largest community blood organization in the country,
where he led its financial and operational turnaround. Mr. Selby previously
served as a member of the board of directors of Escalier Biosciences and Oppilan
Pharma, Ltd., each private biotechnology companies, each until January 2021,
respectively. Mr. Selby also previously served as a director of Millenium
Pharmaceuticals (MLNM) from 2000 to 2008, as well as several privately held
healthcare companies. Mr. Selby serves on the Board of Trustees of the Central
Park Conservancy and the Memorial Sloan Kettering Cancer Center, and is a member
of the Council on Foreign Relations and the advisory board of HBS's Healthcare
Initiative. Mr. Selby holds a B.A. in architecture from Yale College and an
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On February 22, 2023, in connection with the effectiveness of new SEC rules
regarding universal proxy cards and a periodic review of the bylaws of Company,
the Company's board of directors (the "Board") approved and adopted the
Company's fifth amended and restated bylaws (the "Fifth Amended and Restated
Bylaws"), which became immediately effective.
The amendments effected by the Fifth Amended and Restated Bylaws:
• address matters relating to Rule 14a-19 under the Securities Exchange Act
of 1934, as amended (the "Universal Proxy Rules") (e.g., providing that
stockholders delivering a notice of nomination certify to the Company in
writing that they have complied with the Universal Proxy Rules
requirements, providing the Company a remedy if a stockholder fails to
satisfy the Universal Proxy Rules requirements, requiring that a
stockholder providing notice pursuant to the advance notice bylaws to
inform the Company if a stockholder no longer plans to solicit proxies in
accordance with the Universal Proxy Rules, and requiring stockholders
intending to use the Universal Proxy Rules to provide reasonable evidence
of the satisfaction of the requirements under the Universal Proxy Rules
at least five business days before the meeting, etc.); and
• update certain provisions related to forum selection to include customary
language.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Fifth Amended and Restated Bylaws,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
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Item 7.01 Regulation FD Disclosure
Press Release
On February 23, 2023, the Company and Infinity issued a joint press release
announcing entry into the Merger Agreement with Infinity. A copy of the press
release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated
into this Item 7.01 by reference.
On February 23, 2023, the Company and Infinity held a conference call to discuss
the proposed transaction (the "Joint Conference Call"). A copy of the investor
presentation of the Joint Conference Call is attached hereto as Exhibit 99.2 to
this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the foregoing
information, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for
the purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall such information, including Exhibits 99.1
and 99.2, be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Important Information about the Merger and Where to Find It
This communication relates to a proposed transaction between Infinity
Pharmaceuticals, Inc. ("Infinity") and MEI Pharma, Inc. (the "Company"). In
connection with the proposed merger, the Company and Infinity plan to file with
the SEC and mail or otherwise provide to their respective stockholders a joint
proxy statement/prospectus regarding the proposed merger (as amended or
supplemented from time to time, the "Joint Proxy Statement/Prospectus").
INVESTORS AND THE COMPANY'S AND INFINITY'S RESPECTIVE STOCKHOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF THE COMPANY AND INFINITY WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE
THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and stockholders will
be able to obtain a free copy of the Joint Proxy Statement/Prospectus and other
documents containing important information about the Company and Infinity, once
such documents are filed with the SEC, from the SEC's website at www.sec.gov.
The Company and Infinity make available free of charge at www.meipharma.com and
www.infi.com, respectively (in the "Investors" and "Investors/Media" sections,
respectively), copies of materials they file with, or furnish to, the SEC.
Participants in the Solicitation
The Company, 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 the Company and Infinity in
connection with the proposed merger. Securityholders may obtain information
regarding the names, affiliations and interests of the Company's directors and
executive officers in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2022, which was filed with the SEC on September 8, 2022, and
its definitive proxy statement for the 2022 annual meeting of stockholders,
which was filed with the SEC on October 27, 2022. Securityholders may obtain
information regarding the names, affiliations and interests of Infinity's
directors and executive officers in Infinity's Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which was filed with the SEC on
March 29, 2022, and its definitive proxy statement for the 2022 annual meeting
of stockholders, which was filed with the SEC on April 25, 2022. Additional
information regarding the interests of such individuals in the proposed merger
will be included in the Joint Proxy Statement/Prospectus relating to the
proposed merger when it is filed with the SEC. These documents (when available)
may be obtained free of charge from the SEC's website at www.sec.gov, the
Company'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.
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in 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 the
Company 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 that such plans, 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 forward-looking
statements. 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 the Company'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 the
Company'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 ability of the Company or Infinity to
retain and hire key personnel and maintain relationships with customers,
suppliers and others with whom the Company or Infinity does business, or on the
Company's or Infinity's operating results and business generally; (v) the
Company'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 otherwise, or the impact of the proposed
merger thereupon; (vii) the Company or Infinity may be adversely affected by
other economic, business, and/or competitive factors; (viii) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the merger agreement and the proposed merger; (ix) restrictions during the
pendency of the proposed merger that may impact the Company's or Infinity's
ability to pursue certain business opportunities or strategic transactions;
(x) the risk that the Company or Infinity may be unable to obtain governmental
and regulatory approvals required for the proposed merger, or that required
governmental and regulatory approvals may delay the consummation of the proposed
merger or result in the imposition of conditions that could reduce the
anticipated benefits from the proposed merger or cause the parties to abandon
the proposed merger; (xi) 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) the impact of legislative,
regulatory, economic, competitive and technological changes; (xiii) risks
relating to the value of the Company shares to 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 merger, 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 of the
Company's and Infinity's traded securities; (xvi) the impact of the COVID-19
pandemic on the Company's and Infinity's industry and individual companies,
including on counterparties, the supply chain, the execution of clinical
development programs, 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") approval, or the failure to obtain such approval, of the
combined company's product candidates; (xix) uncertainties or differences in
interpretation in clinical trial results; (xx) 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,
manufacture, commercialization, marketing, sales and distribution of any product
candidates; and (xxi) the unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as the Company's and Infinity's response to any of the
aforementioned factors. Additional factors that may affect the future results of
the Company and Infinity are set forth in their respective filings with the
United States Securities and Exchange Commission (the "SEC"), including each of
the Company's and Infinity's most recently filed Annual Reports on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
filings with the SEC, which are available on the SEC's website at www.sec.gov.
See in particular the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2022 in Part I, Item 1A, "Risk Factors," and Infinity's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 in Part I, Item
1A, "Risk Factors," as updated by Infinity's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, in
Part I, Item 1A, "Risk Factors." The risks and uncertainties described above and
in the SEC filings cited above are not exclusive and further information
concerning the Company 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 press
release. While the Company and Infinity may elect to update such forward-looking
statements at some point in the future, they disclaim any obligation to do so,
other than as may be required by law, even if subsequent events cause their
views to change.
This Form 8-K contains hyperlinks to information that is not deemed to be
incorporated by reference.
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Item 9.01 Exhibits.
(d) Exhibits
Exhibit
No. Description
. . .
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