Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) (“Infinity”), a
clinical-stage biotechnology company developing eganelisib, a
first-in-class, oral, immuno-oncology macrophage reprogramming drug
candidate, announced that, based on a preliminary vote count, its
stockholders have adopted the previously announced merger agreement
providing for the merger with MEI Pharma, Inc. (“MEI”) at the
special meeting of Infinity stockholders held earlier today (the
“Special Meeting”).
The transaction remains subject to approval by MEI
stockholders.
Final voting results for the Special Meeting will be disclosed
on Form 8-K filed by Infinity with the U.S. Securities and Exchange
Commission.
About Infinity Pharmaceuticals
Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) is a
clinical-stage biotechnology company developing eganelisib
(IPI-549), a potential first-in-class, oral, immuno-oncology
macrophage reprogramming therapeutic which is designed to address a
fundamental biologic mechanism of immune suppression in cancer in
multiple clinical studies. For more information on Infinity, please
refer to Infinity’s website at www.infi.com.
Important Information about the Merger and Where to Find
It
This communication relates to a proposed transaction between
Infinity and MEI. In connection with the proposed merger, MEI filed
with the United States Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that includes a joint
proxy statement of MEI and Infinity (the “Joint Proxy
Statement/Prospectus”) that also constitutes a prospectus of MEI.
The registration statement on Form S-4 was declared effective by
the SEC on June 6, 2023. MEI and Infinity have each filed and
mailed the Joint Proxy Statement/Prospectus to their respective
stockholders. INVESTORS AND MEI’S AND INFINITY’S RESPECTIVE
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF MEI 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 may obtain a free
copy of the Joint Proxy Statement/Prospectus and other documents
containing important information about MEI and Infinity from the
SEC’s website at www.sec.gov. MEI 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
MEI, 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 MEI and Infinity in connection with the proposed merger.
Securityholders may obtain information regarding the names,
affiliations and interests of MEI’s and Infinity’s directors and
executive officers in the Joint Proxy Statement/Prospectus which
may be obtained free of charge from the SEC’s website at
www.sec.gov, MEI’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.
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 MEI 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 MEI’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 MEI’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 MEI
or Infinity to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom MEI or
Infinity does business, or on MEI’s or Infinity’s operating results
and business generally; (v) MEI’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) MEI 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 MEI’s or Infinity’s ability to
pursue certain business opportunities or strategic transactions;
(x) the risk that MEI 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
MEI 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 MEI’s
and Infinity’s traded securities; (xvi) the impact of the COVID-19
pandemic on MEI’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) regulatory authorities may not agree with the design or
results of clinical studies and as a result future clinical studies
may be subject to holds; (xx) uncertainties or differences in
interpretation in clinical trial results; (xxi) 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 (xxii) the ability of MEI or Infinity to protect
and enforce intellectual property rights; and (xxiii) the
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as MEI’s and Infinity’s response to any of the
aforementioned factors. Additional factors that may affect the
future results of MEI and Infinity are set forth in their
respective filings with the SEC , including the section entitled
“Risk Factors” in the Registration Statement on Form S-4 that was
declared effective by the SEC on June 6, 2023 and each of MEI’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 MEI’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, 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 MEI 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 MEI 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 press release contains hyperlinks to information that is
not deemed to be incorporated by reference.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230714229225/en/
Infinity Contact Melissa Hackel Tel: 617-453-1117
Morrow Sodali, LLC Tel: (800) 662-5200
INFI@info.morrowsodali.com
Infinity Pharmaceuticals (NASDAQ:INFI)
過去 株価チャート
から 2 2025 まで 3 2025
Infinity Pharmaceuticals (NASDAQ:INFI)
過去 株価チャート
から 3 2024 まで 3 2025
