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): March 16, 2020
 
 
 
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
000-31141
 
33-0655706
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
1100 Massachusetts Avenue, Floor 4, Cambridge, MA
 
02138
(Address of principal executive offices)
 
(Zip Code)
Registrant’s 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:
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
 
Trading Symbol
 
Name of Exchange on Which Registered
Common Stock, $0.001 par value
 
INFI
 
Nasdaq Global Select Market
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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)    On March 16, 2020, the Board of Directors (the “Board”) of Infinity Pharmaceuticals, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Richard Gaynor, M.D., as a director of the Company and appointed Dr. Gaynor to the Research and Development Committee (the “R&D Committee”) of the Board. His term began on March 16, 2020 (the “Commencement Date”) and will expire at the Company’s 2020 annual meeting of stockholders or his earlier death, resignation, or removal.
In accordance with the Company’s director compensation program, Dr. Gaynor will receive an annual cash retainer of $42,000 for service on the Board. Dr. Gaynor will also receive a $7,500 retainer for service as a member of the R&D Committee. These amounts are payable on the Commencement Date and are pro-rated based on the length of his initial term. In addition, under the Company’s director compensation program, Dr. Gaynor will receive on the Commencement Date an option to purchase up to 60,000 shares of the Company’s common stock at a price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Commencement Date. This option, which will be granted under the Company’s 2019 Equity Incentive Plan, will vest and become exercisable over a period of two years in equal quarterly installments beginning at the end of the first quarter after the Commencement Date, provided that Dr. Gaynor continues to serve as a director.
Item 8.01.     Other Events.
On March 17, 2020, the Company issued a press release announcing the election of Richard Gaynor to the Board. The full text of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained on the websites referenced in the press release is not incorporated herein.
Item 9.01.    Financial Statements and Exhibits.
(d)    The following exhibit is included in this report:
Exhibit No.
 
Description
 





SIGNATURES
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.
 
INFINITY PHARMACEUTICALS, INC.
Date: March 17, 2020
By:
 
/s/ Seth A. Tasker
 
 
 
Seth A. Tasker
 
 
 
Chief Business Officer
 
 
 
 




Exhibit 99.1
HEADERA03.JPG

Infinity Pharmaceuticals Augments Board of Directors with Appointment of Richard Gaynor, M.D.

CAMBRIDGE, Mass., March 17, 2020 -- Infinity Pharmaceuticals, Inc. (NASDAQ: INFI) announced today the appointment of Richard Gaynor, M.D. to its Board of Directors, effective March 16, 2020.

“We are thrilled to have Dr. Gaynor join the board as we advance IPI-549 to important data readouts,” said Adelene Perkins, Chief Executive Officer and Chair of Infinity Pharmaceuticals. “Richard’s tremendous expertise, first as a practicing academic oncologist and then as a seasoned pharma executive at Lilly and Neon Therapeutics, is particularly well suited to help guide the advancement of our IPI-549 clinical programs across a wide range of indications and treatment regimens. We look forward to Dr. Gaynor’s engagement as we approach a number of important clinical data milestones.”

“I am excited to join the board of directors at Infinity to help advance IPI-549 as the first selective PI3K-gamma inhibitor targeting immune suppressive myeloid cells”, said Dr. Gaynor. “There is increasing evidence that blocking this pathway may play a crucial role in improving outcomes in patients who are unresponsive or refractory to current immunotherapy treatments. Infinity’s current trials are well positioned to demonstrate the importance of targeting the immune suppressive myeloid compartment in overcoming the limitations of immune therapies and improving outcomes for patients.”

Richard Gaynor, M.D. is currently the President of Research and Development for Neon Therapeutics (NasdaqGS: NTGN), a biotechnology company developing novel neoantigen-targeted T cell therapies. Prior to his tenure at Neon Therapeutics, Dr. Gaynor spent 15 years in a series of senior roles at Lilly Oncology, most recently as Senior Vice President Clinical Development and Medical Affairs, where he chaired the Lilly Oncology Research and Development Committee and helped oversee a variety of collaborations, including with Bristol-Myers Squibb, Merck, AstraZeneca and GE. Prior to that role, Dr. Gaynor also led preclinical and early clinical oncology research at Eli Lilly. Dr. Gaynor began his career in academia, spending nine years on the faculty at UCLA School of Medicine, followed by 11 years on the faculty at the University of Texas Southwestern Medical School, including time serving as the chief of hematology-oncology and director of the Simmons Cancer Center. He holds an M.D. from the University of Texas Southwestern Medical School and, following his residency in internal medicine there, he completed fellowship training in hematology-oncology at the UCLA School of Medicine. He is the author of nearly 150 publications and participates on numerous advisory boards and committees, including the American Association of Cancer Research, the Stand Up To Cancer scientific advisory committee, and the Damon Runyon Cancer Research Foundation. Dr. Gaynor also serves on the board of directors of Alkermes plc.
About Infinity and IPI-549
Infinity is an innovative biopharmaceutical company dedicated to advancing novel medicines for people with cancer. Infinity is advancing IPI-549, a first-in-class, oral immuno-oncology development candidate that selectively inhibits PI3K-gamma, in multiple clinical studies. MARIO-275 is a global, randomized, controlled combination study of IPI-549 combined with Opdivo® in I/O naïve urothelial cancer. MARIO-3 is the first IPI-549 combination study in front-line advanced cancer patients and is evaluating IPI-549 in combination with Tecentriq® and Abraxane® in front-line TNBC and in combination with Tecentriq and Avastin® in front-line RCC. In collaboration with Arcus Biosciences, Infinity is evaluating a checkpoint inhibitor-free, novel combination regimen of IPI-549 plus AB928 (dual adenosine receptor antagonist) plus Doxil® in advanced TNBC patients. In 2019 Infinity completed enrollment in MARIO-1, a Phase 1/1b study evaluating IPI-549 as a monotherapy and in combination with Opdivo (nivolumab) in patients with advanced solid tumors including patients refractory to checkpoint inhibitor therapy. With these studies Infinity is evaluating IPI-549 in the anti-PD-1 refractory, I/O-naïve, and front-line settings. For more information on Infinity, please refer to Infinity's website at www.infi.com.


Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding: the therapeutic potential of PI3K-gamma selective inhibition and IPI-549, alone and in combination with other cancer therapies; clinical trial enrollment and data presentation timelines; and the company's ability to execute on its strategic plans. Management's expectations and such forward-looking statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the company's current expectations, including the risks described under the caption "Risk Factors" included in Infinity's annual report and quarterly reports filed with the Securities and Exchange Commission (SEC), and in other filings that Infinity makes with the SEC, available through the company's website at www.infi.com. Any forward-looking statements contained in this press release speak only as of the date hereof, and Infinity expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Opdivo® is a registered trademark of Bristol-Myers Squibb.
Tecentriq® and Avastin® are registered trademarks of Roche. 
Abraxane® is a registered trademark of Celgene.
Doxil® is a registered trademark of Janssen Products.



Contact
Ashley Robinson
LifeSci Advisors, LLC
617-430-7577
arr@lifesciadvisors.com