8-K
filed February 23, 2023, 6:59 PM ET
ticker LITS
CIK 0001262104
M&A
confidence high
sentiment neutral
materiality 0.75
MEI Pharma to merge with Infinity Pharmaceuticals in stock-for-stock deal
Lite Strategy, Inc.
- MEI Pharma to acquire Infinity via merger; Infinity stockholders receive 1.0449 MEI shares per share.
- Combined company ownership: ~58% MEI stockholders, ~42% Infinity stockholders.
- Closing expected mid-2023; termination fees of $4M (MEI) or $2.9M (Infinity) under certain conditions.
- CEO Daniel Gold to resign; David Urso appointed CEO. Infinity's CMO and CSO to join combined company.
- Board changes: three MEI directors resign; Norman Selby, Adelene Perkins, Richard Gaynor appointed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederick W. Driscoll departed as Director at Lite Strategy, Inc..
- Action
- will resign from the Board of Directors
- Role
- Director
Exact text from the filing
Tamar D. Howson, Nicholas R. Glover and Frederick W. Driscoll will resign from the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David M. Urso changed role as Chief Executive Officer at Lite Strategy, Inc..
- Action
- will become Chief Executive Officer
- Role
- Chief Executive Officer
Exact text from the filing
David M. Urso will become Chief Executive Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas R. Glover departed as Director at Lite Strategy, Inc..
- Action
- will resign from the Board of Directors
- Role
- Director
Exact text from the filing
Tamar D. Howson, Nicholas R. Glover and Frederick W. Driscoll will resign from the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Gold departed as Director at Lite Strategy, Inc..
- Action
- will resign as Chief Executive Officer and continue on Board
- Role
- Director
Exact text from the filing
Daniel Gold, Ph.D. will resign as Chief Executive Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tamar D. Howson departed as Director at Lite Strategy, Inc..
- Action
- will resign from the Board of Directors
- Role
- Director
Exact text from the filing
Tamar D. Howson, Nicholas R. Glover and Frederick W. Driscoll will resign from the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stéphane Peluso was appointed as Chief Scientific Officer at Lite Strategy, Inc..
- Action
- will become Chief Scientific Officer
- Role
- Chief Scientific Officer
Exact text from the filing
Stéphane Peluso will become Chief Scientific Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Ilaria Jr. was appointed as Chief Medical Officer at Lite Strategy, Inc..
- Action
- will become Chief Medical Officer
- Role
- Chief Medical Officer
Exact text from the filing
Robert Ilaria Jr. will become Chief Medical Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Lite Strategy, Inc.: The Company adopted Fifth Amended and Restated Bylaws to address Universal Proxy Rules and update forum selection provisions (effective 2023-02-22).
- Change
- bylaw amendment
- Effective
- 2023-02-22
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Lite Strategy, Inc. entered into Agreement and Plan of Merger with Infinity Pharmaceuticals, Inc. (effective 2023-02-22).
- Action
- entry
- Agreement
- merger
- Counterparty
- Infinity Pharmaceuticals, Inc.
- Effective
- 2023-02-22
Exact text from the filing
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”).
View on SEC.gov
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