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): May 18, 2017
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 000-31141 | 33-0655706 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 784 Memorial Drive, Cambridge, MA | 02139 | |
| (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))
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 1.01. | Entry into a Material Definitive Agreement |
784 Memorial Drive Lease
On May 18, 2017, Infinity Pharmaceuticals, Inc. (“ we ”, “ us ”, or “ our ”) and BHX, LLC, as trustee of 784 Realty Trust (the “ Landlord ”), entered into a second amendment (the “ Second Lease Amendment ”), effective May 1, 2017, to that certain lease dated September 25, 2014 (the “ Lease ”) for the lease of office space at 784 Memorial Drive, Cambridge, MA 02139 (the “ Premises ”). The Second Lease Amendment extends the first amendment to the Lease (the “ First Lease Amendment ”), under which we and Landlord agreed to the early termination of the Lease subject to the satisfaction of specified contingencies and payment of a termination payment, as described in more detail below.
Under the Second Lease Amendment, the Lease will terminate effective July 31, 2017 (the “ Early Termination Date ”) upon satisfaction of the following contingencies: (i) we receive from Landlord a notice (“ Landlord Notice ”) on or before June 7, 2017 that it entered into a new lease or leases on or before May 31, 2017 with respect to 100% of the Premises (the “ Landlord Contingency ”), or that it has waived the Landlord Contingency; (ii) we provide notice to Landlord on or before June 7, 2017 (“ Tenant Notice ”) that we received a qualifying lender consent on or before May 31, 2017 (the “ Tenant Contingency ”) or that we have waived the Tenant Contingency; and (iii) our payment to Landlord of $5,000,000 in the manner described in the First Lease Amendment.
If the Landlord Notice is not timely given, the Second Lease Amendment shall be null and void, and the Lease shall remain in effect in accordance with its terms as they existed immediately prior to execution and delivery of the Second Lease Amendment.
The foregoing description of the terms of the Second Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Lease Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibit is included in this report:
|
Exhibit No. |
Description |
|
| 10.1 | Second Amendment to Lease, effective as of May 1, 2017, between Infinity Pharmaceuticals, Inc. and BHX, LLC as trustee of 784 Realty Trust. | |
SIGNATURE
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: May 22, 2017 | By: | /s/ Seth A. Tasker | ||||
|
Seth A. Tasker Vice President, General Counsel and Secretary |
||||||
Exhibit 10.1
SECOND AMENDMENT OF LEASE
THIS SECOND AMENDMENT OF LEASE (hereinafter “ Amendment ”) is entered into to be effective as of the 1 st day of May 2017, by BHX, LLC, a Massachusetts limited liability company, as Trustee of 784 Realty Trust (hereinafter “ Landlord ”), and INFINITY PHARMACEUTICALS, INC., a Delaware corporation (hereinafter “ Tenant ”).
WITNESSETH
WHEREAS, Landlord and Tenant are parties to a Lease dated September 25, 2014 (the “ Original Lease ”), as amended by that certain Amendment of Lease dated as of March 27, 2017 (the “ First Amendment ” and, together with the Original Lease, the “ Lease ”), pursuant to which Landlord has leased to Tenant space in the building located at and commonly known as 784 Memorial Drive, Cambridge Massachusetts. All capitalized terms used in this Amendment which are defined in the Lease and not otherwise defined in this Amendment have the meanings given in the Lease; and
WHEREAS, the “Termination Contingencies Date,” as set forth in the First Amendment, is May 1, 2017. Landlord and Tenant desire to amend the Lease to extend the Termination Contingencies Date to May 31, 2017, on the terms set forth herein.
Statement of Amendment
NOW, THEREFORE, in consideration of the undertakings of the parties as set forth below and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged by both Landlord and Tenant, Landlord and Tenant hereby agree as follows:
1. The “Termination Contingencies Date,” as defined in Section 3 of the First Amendment, is hereby amended to be May 31, 2017. The “Early Termination Date”, as defined in Section 2(a) of the First Amendment, is hereby amended to be July 31, 2017. The date “July 1, 2017”, as appearing in Section 7 of the First Amendment, is hereby amended to be August 1, 2017.
2. This Amendment, together with the First Amendment, constitutes the entire agreement between the parties hereto regarding the early termination of the Lease and supersedes all prior negotiations regarding the subject matter hereof. This Amendment will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
3. To the extent that the provisions of this Amendment are inconsistent with the provisions of the Lease, the provisions of this Amendment will control, and the Lease will be deemed to be amended hereby. Except as amended by this Amendment, the provisions of the Lease remain in full force and effect.
4. This Amendment may be executed in multiple counterparts, each of which will be an original, but all of which, taken together, will constitute one and the same Amendment. This Amendment may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and if so signed, may be relied on by all parties as if the document were a manually signed original and will be binding on the undersigned for all purposes.
[Remainder of page intentionally blank; signature page follows.]
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.
| BHX, LLC, as Trustee of 784 Realty Trust | ||
| By: | /s/ Robert A. Schlager | |
| Name: | Robert A. Schlager | |
| Title: | President | |
| INFINITY PHARMACEUTICALS, INC. | ||
| By: | /s/ Lawrence Bloch | |
| Name: | Lawrence Bloch, M.D., J.D. | |
| Title: | President | |