{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-008332","form_type":"8-K","ticker":null,"cik":"0001113148","company_name":"INFINITY PHARMACEUTICALS, INC.","filed_at":"2023-02-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.902081+00:00","generated_at":"2026-06-19T01:28:35.761837+00:00","sec_items":["1.01","2.05","5.02","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Infinity Pharma to merge with MEI Pharma; Infinity stockholders to receive 1.0449 MEI shares per share","bullets":["Merger consideration: each Infinity share converts into 1.0449 MEI shares; Infinity stockholders will own ~42% of combined company on fully diluted basis.","Closing conditions include stockholder approvals, regulatory, and net cash conditions: MEI must have ≥$80M net cash if close by June 30, 2023; Infinity must have ≥$4M net cash.","Termination fees: MEI pays Infinity $4M under certain circumstances; Infinity pays MEI $2.9M under certain circumstances.","Post-merger leadership: David M. Urso as CEO, Robert Ilaria Jr. as CMO, Stéphane Peluso as CSO; board 8 members (4 MEI, 3 Infinity, 1 joint).","Infinity reduces headcount by 4 positions (~13%) with ~$2M costs in Q1 2023; Lawrence Bloch terminated, Adelene Perkins appointed PFO."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-008332","json":"https://secwatch.observer/filing/0001140361-23-008332.json","markdown":"https://secwatch.observer/filing/0001140361-23-008332.md","text":"https://secwatch.observer/filing/0001140361-23-008332.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/0001140361-23-008332-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/brhc10048558_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T01:28:35.761837+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"952e893305","claim":"Adelene Perkins was terminated as other_named_officer at INFINITY PHARMACEUTICALS, INC..","evidence_excerpt":"Upon, and in connection with, the closing of the Merger, Ms. Perkins’s employment with Infinity will terminate without Cause and she will join the MEI Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/0001140361-23-008332-index.htm","confidence":0.8,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"}],"fact_type":"executive_change"},{"claim_id":"079b793eca091862b703133c490399e9880de111","claim":"INFINITY PHARMACEUTICALS, INC.: Adopted an amendment to the Amended and Restated Bylaws to add a new Section 6 of Article IX designating the Court of Chancery of Delaware as the exclusive forum for certain legal actions (effective 2023-02-22).","evidence_excerpt":"On February 22, 2023, Infinity’s Board of Directors adopted an amendment to Infinity’s Amended and Restated Bylaws (the “Bylaw Amendment”) to add a new Section 6 of Article IX thereto.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/0001140361-23-008332-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-02-22"}],"fact_type":"governance_change"},{"claim_id":"4b6f0055e75361d079fedd7bd516c308449bcc9c","claim":"INFINITY PHARMACEUTICALS, INC. entered into Agreement and Plan of Merger with MEI Pharma, Inc. and Meadow Merger Sub, Inc. (effective 2023-02-22).","evidence_excerpt":"On February 22, 2023, Infinity Pharmaceuticals, Inc., a Delaware corporation (“Infinity” or the “Company”), MEI Pharma, Inc., a Delaware corporation (“MEI”), and Meadow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement\")","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/0001140361-23-008332-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"MEI Pharma, Inc. and Meadow Merger Sub, Inc."},{"label":"Effective","value":"2023-02-22"}],"fact_type":"material_agreement"},{"claim_id":"744cacc1aafd315aed018550db02676e2d58b1b2","claim":"INFINITY PHARMACEUTICALS, INC. announced a restructuring with charges of approximately $2 million (4 positions, representing approximately 13% of the Company’s workforce).","evidence_excerpt":"On February 22, 2023, the Board of Directors of the Company approved a strategic restructuring of the Company to preserve the Company’s resources upon the signing of the Merger Agreement. The Company will reduce its overall headcount by 4 positions, representing approximately 13% of the Company’s workforce, in the first quarter of 2023. The Company currently expects to incur approximately $2 million in the first quarter of 2023 in connection with this workforce reduction.","evidence_source":"SEC 8-K Item 2.05/2.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113148/000114036123008332/0001140361-23-008332-index.htm","confidence":0.9,"family_label":"Restructurings & Charges","details":[{"label":"Type","value":"restructuring"},{"label":"Charge","value":"approximately $2 million"},{"label":"Headcount","value":"4 positions, representing approximately 13% of the Company’s workforce"}],"fact_type":"restructuring_charge"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}