Delaware (State or other jurisdiction of incorporation or organization) | | | 33-0655706 (I.R.S. Employer Identification Number) |
Seth A. Tasker, Esq. Senior Vice President, Chief Business Officer Infinity Pharmaceuticals, Inc. 1100 Massachusetts Avenue, Floor 4 Cambridge, Massachusetts 02138 Telephone: (617) 453-1000 Telecopy: (617) 453-1001 | | | Cynthia T. Mazareas, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Unit(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Debt Securities | | | | | | | | | ||||
Common Stock, par value $0.001 per share | | | | | | | | | ||||
Preferred Stock, par value $0.001 per share | | | | | | | | | ||||
Units | | | | | | | | | ||||
Warrants | | | | | | | | | ||||
Total | | | | | | | $250,000,000.00 | | | $27,275.00 |
(1) | Pursuant to Form S-3 General Instruction II.D, this information is not required to be included. An indeterminate amount of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder as shall have an aggregate initial offering price not to exceed $250,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. In addition, the total amount to be registered and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
• | Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 16, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2021 Annual Meeting of Stockholders; |
• | Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on May 13, 2021; |
• | Current Report on Form 8-K, as filed with the SEC on February 12, 2021; and |
• | The description of our common stock contained in our Registration Statement on Form 8-A as filed with the SEC on July 25, 2000, including any amendments and reports filed for the purpose of updating such description. |
• | the title and type of the debt securities; |
• | whether the debt securities will be senior or subordinated debt securities, and, with respect to any subordinated debt securities the terms on which they are subordinated; |
• | the initial aggregate principal amount of the debt securities; |
• | the price or prices at which we will sell the debt securities; |
• | the maturity date or dates of the debt securities and the right, if any, to extend such date or dates; |
• | the rate or rates, if any, at which the debt securities will bear interest, or the method of determining such rate or rates; |
• | the date or dates from which such interest will accrue, the interest payment dates on which such interest will be payable or the method of determination of such dates; |
• | the right, if any, to extend the interest payment periods and the duration of that extension; |
• | the manner of paying principal and interest and the place or places where principal and interest will be payable; |
• | the denominations of the debt securities if other than $1,000 or $2,000 or multiples of $1,000 or $2,000; |
• | provisions for a sinking fund, purchase fund or other analogous fund, if any; |
• | any redemption dates, prices, obligations and restrictions on the debt securities; |
• | the currency, currencies or currency units in which the debt securities will be denominated and the currency, currencies or currency units in which principal and interest, if any, on the debt securities may be payable; |
• | any conversion or exchange features of the debt securities; |
• | whether the debt securities will be subject to the defeasance provisions in the indenture; |
• | whether the debt securities will be issued in definitive or global form or in definitive form only upon satisfaction of certain conditions; |
• | whether the debt securities will be guaranteed as to payment or performance; |
• | any special tax implications of the debt securities; |
• | any events of defaults or covenants in addition to or in lieu of those set forth in the indenture; and |
• | any other material terms of the debt securities. |
• | the successor entity, if any, is a U.S. corporation, limited liability company, partnership or trust; |
• | the successor entity assumes our obligations on the senior debt securities and under the senior indenture; |
• | immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and |
• | we have delivered to the senior trustee an officer’s certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the senior indenture and all conditions precedent provided for in the senior indenture relating to such transaction have been complied with. |
• | failure to pay interest on any senior debt securities of such series when due and payable, if that default continues for a period of 30 days (or such other period as may be specified for such series); |
• | failure to pay principal on the senior debt securities of such series when due and payable whether at maturity, upon redemption, by declaration or otherwise (and, if specified for such series, the continuance of such failure for a specified period); |
• | default in the performance of or breach of any of our covenants or agreements in the senior indenture applicable to senior debt securities of such series, other than a covenant breach which is specifically dealt with elsewhere in the senior indenture, and that default or breach continues for a period of 90 days after we receive written notice from the trustee or from the holders of 25% or more in aggregate principal amount of the senior debt securities of such series; |
• | certain events of bankruptcy or insolvency, whether or not voluntary; and |
• | any other event of default provided for in such series of senior debt securities as may be specified in the applicable prospectus supplement. |
• | the holder gives the trustee written notice of a continuing event of default; |
• | the holders of at least 25% in aggregate principal amount of such series of senior debt securities make a written request to the trustee to pursue the remedy in respect of such event of default; |
• | the requesting holder or holders offer the trustee indemnity satisfactory to the trustee against any costs, liability or expense; |
• | the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and |
• | during such 60-day period, the holders of a majority in aggregate principal amount of such series of senior debt securities do not give the trustee a direction that is inconsistent with the request. |
• | we have paid or caused to be paid the principal of and interest on all senior debt securities of such series (with certain limited exceptions) when due and payable; or |
• | we deliver to the senior trustee for cancellation all senior debt securities of such series theretofore authenticated under the senior indenture (with certain limited exceptions); or |
• | all senior debt securities of such series have become due and payable or will become due and payable within one year (or are to be called for redemption within one year under arrangements satisfactory to the senior trustee) and we deposit in trust an amount of cash or a combination of cash and U.S. government or U.S. government agency obligations (or in the case of senior debt securities denominated in a foreign currency, foreign government securities or foreign government agency securities) sufficient to make interest, principal and any other payments on the debt securities of that series on their various due dates; |
• | We deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series cash or a combination of cash and U.S. government or U.S. government agency obligations (or, in the case of senior debt securities denominated in a foreign currency, foreign government or foreign government agency obligations) that will generate enough cash to make interest, principal and any other payments on the debt securities of that series on their various due dates. |
• | There is a change in current U.S. federal income tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. Under current U.S. federal income tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us. |
• | We deliver to the trustee a legal opinion of our counsel confirming the tax law change or ruling described above. |
• | Deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series cash or a combination of cash and U.S. government or U.S. government agency obligations (or, in the case of senior debt securities denominated in a foreign currency, foreign government or foreign government agency obligations) that will generate enough cash to make interest, principal and any other payments on the debt securities of that series on their various due dates. |
• | Deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. |
• | to convey, transfer, assign, mortgage or pledge any assets as security for the senior debt securities of one or more series; |
• | to evidence the succession of a corporation, limited liability company, partnership or trust to us, and the assumption by such successor of our covenants, agreements and obligations under the senior indenture or to otherwise comply with the covenant relating to mergers, consolidations and sales of assets; |
• | to comply with the requirements of the SEC in order to effect or maintain the qualification of the senior indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); |
• | to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default; |
• | to cure any ambiguity, defect or inconsistency in the senior indenture or in any supplemental indenture or to conform the senior indenture or the senior debt securities to the description of senior debt securities of such series set forth in this prospectus or any applicable prospectus supplement; |
• | to provide for or add guarantors with respect to the senior debt securities of any series; |
• | to establish the form or forms or terms of the senior debt securities as permitted by the senior indenture; |
• | to evidence and provide for the acceptance of appointment under the senior indenture by a successor trustee, or to make such changes as shall be necessary to provide for or facilitate the administration of the trusts in the senior indenture by more than one trustee; |
• | to add to, change or eliminate any of the provisions of the senior indenture in respect of one or more series of senior debt securities, provided that any such addition, change or elimination shall (a) neither (1) apply to any senior debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such senior debt security with respect to such provision or (b) become effective only when there is no senior debt security described in clause (a)(1) outstanding; |
• | to make any change to the senior debt securities of any series so long as no senior debt securities of such series are outstanding; or |
• | to make any change that does not adversely affect the rights of any holder in any material respect. |
• | extends the final maturity of any senior debt securities of such series; |
• | reduces the principal amount of any senior debt securities of such series; |
• | reduces the rate, or extends the time for payment of, interest on any senior debt securities of such series; |
• | reduces the amount payable upon the redemption of any senior debt securities of such series; |
• | changes the currency of payment of principal of or interest on any senior debt securities of such series; |
• | reduces the principal amount of original issue discount securities payable upon acceleration of maturity or the amount provable in bankruptcy; |
• | waives a continuing default in the payment of principal of or interest on the senior debt securities (other than any such default in payment resulting solely from an acceleration of the senior debt securities); |
• | changes the provisions relating to the waiver of past defaults or impairs the right of holders to receive payment or to institute suit for the enforcement of any payment or conversion of any senior debt securities of such series on or after the due date therefor; |
• | modifies any of the provisions of these restrictions on amendments and modifications, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each senior debt security of such series affected by the modification; |
• | adversely affects the right to convert or exchange senior debt securities into common stock, other securities or other property in accordance with the terms of the senior debt securities; or |
• | reduces the above-stated percentage of outstanding senior debt securities of such series whose holders must consent to a supplemental indenture or modifies or amends or waives certain provisions of or defaults under the senior indenture. |
• | all of the indebtedness of that person for money borrowed; |
• | all of the indebtedness of that person evidenced by notes, debentures, bonds or other securities sold by that person for money; |
• | all of the lease obligations that are capitalized on the books of that person in accordance with generally accepted accounting principles; |
• | all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations of others of the kind described in the third bullet point above that the person, in any manner, assumes or guarantees or that the person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and |
• | all renewals, extensions or refundings of indebtedness of the kinds described in the first, second or fourth bullet point above and all renewals or extensions of leases of the kinds described in the third or fourth bullet point above; |
• | convert the stock into any other security; |
• | have the stock redeemed; |
• | purchase additional stock; or |
• | maintain their proportionate ownership interest. |
• | the designation and stated value per share of the preferred stock and the number of shares offered; |
• | the amount of liquidation preference per share; |
• | the price at which the preferred stock will be issued; |
• | the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate; |
• | any redemption or sinking fund provisions; |
• | if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated and/or in which payments will or may be payable; |
• | any conversion provisions; and |
• | any other rights, preferences, privileges, limitations and restrictions on the preferred stock. |
• | senior to our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; |
• | on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; and |
• | junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs. |
• | if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock for all past dividend periods and the then current dividend period; or |
• | if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the then current dividend period. |
• | if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on all outstanding shares of such series of preferred stock for all past dividend periods and the then current dividend period; or |
• | if that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period. |
• | the redemption date; |
• | the number of shares and series of preferred stock to be redeemed; |
• | the redemption price; |
• | the place or places where certificates for such preferred stock are to be surrendered for payment of the redemption price; |
• | that dividends on the shares to be redeemed will cease to accrue on such redemption date; |
• | the date on which the holder’s conversion rights, if any, as to such shares shall terminate; and |
• | the specific number of shares to be redeemed from each such holder if fewer than all the shares of any series are to be redeemed. |
• | a merger with, disposition of significant assets to or receipt of disproportionate financial benefits by the interested stockholder, and |
• | any other transaction that would increase the interested stockholder’s proportionate ownership of any class or series of our capital stock. |
• | prior to the time that any stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting stock, or |
• | the interested stockholder owns at least 85% of our outstanding voting stock as a result of a transaction in which such stockholder acquired 15% or more of our outstanding voting stock. Shares held by persons who are both directors and officers or by some types of employee stock plans are not counted as outstanding when making this calculation. |
• | for any breach of the director’s duty of loyalty to us or our stockholders; |
• | for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of the law; |
• | for declaring dividends or authorizing the purchase or redemption of shares in violation of Delaware law; or |
• | for transactions where the director derived any improper personal benefit. |
• | the designation and the terms of the units and of the securities constituting the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | the identity of any unit agent for the units, if applicable, and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; |
• | any additional terms of the governing unit agreement, if applicable; |
• | any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt securities, common stock, preferred stock, purchase contracts or warrants constituting the unit; and |
• | any applicable material U.S. federal income tax consequences. |
• | the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; |
• | whether the warrants are to be sold separately or with other securities as parts of units; |
• | whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; |
• | any applicable material U.S. federal income tax consequences; |
• | the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; |
• | the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; |
• | the designation and terms of any equity securities purchasable upon exercise of the warrants; |
• | the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; |
• | if applicable, the designation and terms of the preferred stock with which the warrants are issued and the number of warrants issued with each security; |
• | if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock or common stock will be separately transferable; |
• | the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; |
• | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
• | information with respect to book-entry procedures, if any; |
• | the anti-dilution provisions of, and other provisions for changes to or adjustment in the exercise price of, the warrants, if any; |
• | any redemption or call provisions; and |
• | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants. |
• | through underwriters; |
• | through dealers; |
• | through agents; |
• | directly to purchasers; or |
• | through a combination of any of these methods of sale. |
• | at a fixed price, or prices, which may be changed from time to time; |
• | at market prices prevailing at the time of sale; |
• | at prices related to such prevailing market prices; or |
• | at negotiated prices. |
• | the name of the agent or any underwriters; |
• | the public offering or purchase price and the proceeds we will receive from the sale of the securities; |
• | any discounts and commissions to be allowed or re-allowed or paid to the agent or underwriters; |
• | all other items constituting underwriting compensation; |
• | any discounts and commissions to be allowed or re-allowed or paid to dealers; and |
• | any exchanges on which the securities will be listed. |
• | the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and |
• | if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC registration fee | | | $27,275 |
Printing and engraving | | | (1) |
Accounting services | | | (1) |
Legal fees of registrant’s counsel | | | (1) |
Miscellaneous | | | (1) |
Total | | | $(1) |
(1) | These fees and expenses are calculated based on the securities offered and the number of issuances and accordingly are not estimated at this time and will be reflected in the applicable prospectus supplement. |
Item 15. | Indemnification of Directors and Officers. |
• | for any breach of the director’s duty of loyalty to us or our stockholders; |
• | for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for declaring dividends or authorizing the purchase or redemption of shares in violation of Delaware law; or |
• | for transactions where the director derived any improper personal benefit. |
Item 16. | Exhibits. |
Exhibit No. | | | Description |
1.1* | | | Form of Underwriting Agreement |
| | Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 000-31141) and incorporated herein by reference) | |
| | Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2009 (File No. 000-31141) and incorporated herein by reference) | |
| | Form of Senior Indenture | |
| | Form of Subordinated Indenture | |
| | Form of Senior Note | |
| | Form of Subordinated Note | |
4.7* | | | Form of Unit Agreement |
4.8* | | | Form of Warrant Agreement |
| | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| | Consent of Ernst & Young LLP, independent registered public accounting firm for the Registrant | |
| | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| | Powers of Attorney (included in the signature pages to the Registration Statement) | |
25.1** | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture |
25.2** | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture |
* | To be filed by amendment or by a Current Report on Form 8-K. |
** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
Item 17. | Undertakings. |
(a)(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
(2) | That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act: |
(i) | the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and |
(ii) | each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) | That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To supplement, if applicable, the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transaction by the underwriters during the subscription period, the number of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering. |
(d) | To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
(e) | That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | INFINITY PHARMACEUTICALS, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Lawrence E. Bloch | ||||
| | | | Name: | | | Lawrence E. Bloch, M.D., J.D. | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
/s/ Adelene Q. Perkins | | | Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer) | | | May 13, 2021 |
Adelene Q. Perkins | | |||||
| | | | |||
/s/ Lawrence E. Bloch | | | President (Principal Financial Officer and Principal Accounting Officer) | | | May 13, 2021 |
Lawrence E. Bloch, M.D., J.D. | | |||||
| | | | |||
/s/ Samuel Agresta | | | Director | | | May 13, 2021 |
Samuel Agresta, M.D., M.P.H. | | | | | ||
| | | | |||
/s/ David Beier | | | Director | | | May 13, 2021 |
David Beier, J.D. | | | | | ||
| | | | |||
/s/Anthony B. Evnin | | | Director | | | May 13, 2021 |
Anthony B. Evnin, Ph.D. | | | | | ||
| | | | |||
/s/ Richard Gaynor | | | Director | | | May 13, 2021 |
Richard Gaynor, M.D. | | | | | ||
| | | | |||
/s/ Norman C. Selby | | | Director | | | May 13, 2021 |
Norman C. Selby | | | | |
Section of Trust Indenture Act of 1939, as amended | Section of Indenture | |
310(a)
|
6.09
|
|
310(b)
|
6.08
6.10
|
|
310(c)
|
Inapplicable
|
|
311(a)
|
6.13
|
|
311(b)
|
6.13
|
|
311(c)
|
Inapplicable
|
|
312(a)
|
4.01
4.04
|
|
312(b)
|
4.04(c)
|
|
312(c)
|
4.04(c)
|
|
313(a)
|
4.03
|
|
313(b)
|
4.03
|
|
313(c)
|
4.03
|
|
313(d)
|
4.03
|
|
314(a)
|
4.02
|
|
314(b)
|
Inapplicable
|
|
314(c)
|
2.04
8.04
9.01(c)
10.01(b)
11.05
|
|
314(d)
|
Inapplicable
|
|
314(e)
|
11.05
|
|
314(f)
|
Inapplicable
|
|
315(a)
|
6.01
6.02
|
|
315(b)
|
5.11
|
|
315(c)
|
6.01
|
|
315(d)
|
6.01
|
|
6.02
|
||
315(e)
|
5.12
|
|
316(a)
|
5.09
5.10
|
|
7.04
|
||
316(b)
|
5.06
5.10
|
|
316(c)
|
7.02
|
|
317(a)
|
5.04
|
|
317(b)
|
3.04
|
|
318(a)
|
11.07
|
1
|
This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
|
PAGE
|
|||
ARTICLE 1 DEFINITIONS
|
1
|
||
Section 1.01
|
Certain Terms Defined
|
1
|
|
ARTICLE 2 SECURITIES
|
7
|
||
Section 2.01
|
Forms Generally
|
7
|
|
Section 2.02
|
Form of Trustee’s Certificate of Authentication
|
7
|
|
Section 2.03
|
Amount Unlimited; Issuable in Series
|
8
|
|
Section 2.04
|
Authentication and Delivery of Securities
|
10
|
|
Section 2.05
|
Execution of Securities
|
11
|
|
Section 2.06
|
Certificate of Authentication
|
12
|
|
Section 2.07
|
Denomination and Date of Securities; Payments of Interest
|
12
|
|
Section 2.08
|
Registration, Transfer and Exchange
|
12
|
|
Section 2.09
|
Mutilated, Defaced, Destroyed, Lost and Stolen Securities
|
15
|
|
Section 2.10
|
Cancellation of Securities; Destruction Thereof
|
15
|
|
Section 2.11
|
Temporary Securities
|
16
|
|
Section 2.12
|
CUSIP Numbers
|
16
|
|
ARTICLE 3 COVENANTS OF THE ISSUER
|
16
|
||
Section 3.01
|
Payment of Principal and Interest
|
16
|
|
Section 3.02
|
Offices for Payments, Etc
|
17
|
|
Section 3.03
|
Appointment to Fill a Vacancy in Office of Trustee
|
17
|
|
Section 3.04
|
Paying Agents
|
17
|
|
Section 3.05
|
Written Statement to Trustee
|
18
|
|
ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
|
19
|
||
Section 4.01
|
Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders
|
19
|
|
Section 4.02
|
Reports by the Issuer
|
19
|
|
Section 4.03
|
Reports by the Trustee
|
19
|
|
Section 4.04
|
Preservation of Information; Communication with Securityholders
|
19
|
|
ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
|
20
|
||
Section 5.01
|
Event of Default Defined; Acceleration of Maturity; Waiver of Default
|
20
|
|
Section 5.02
|
Collection of Debt by Trustee; Trustee May Prove Debt
|
21
|
|
Section 5.03
|
Application of Proceeds
|
24
|
|
Section 5.04
|
Suits for Enforcement
|
24
|
|
Section 5.05
|
Restoration of Rights on Abandonment of Proceedings
|
25
|
|
Section 5.06
|
Limitations on Suits by Securityholders
|
25
|
|
Section 5.07
|
Unconditional Right of Securityholders to Institute Certain Suits
|
25
|
PAGE | |||
Section 5.08
|
Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
|
26
|
|
Section 5.09
|
Control by Holders of Securities
|
26
|
|
Section 5.10
|
Waiver of Past Defaults
|
26
|
|
Section 5.11
|
Trustee to Give Notice of Default
|
27
|
|
Section 5.12
|
Right of Court to Require Filing of Undertaking to Pay Costs
|
27
|
|
ARTICLE 6 CONCERNING THE TRUSTEE
|
27
|
||
Section 6.01
|
Duties and Responsibilities of the Trustee; During Default; Prior to Default
|
27
|
|
Section 6.02
|
Certain Rights of the Trustee
|
28
|
|
Section 6.03
|
Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
|
30
|
|
Section 6.04
|
Trustee and Agents May Hold Securities; Collections, Etc
|
30 |
|
Section 6.05
|
Moneys Held by Trustee
|
30
|
|
Section 6.06
|
Compensation and Indemnification of Trustee and Its Prior Claim
|
30
|
|
Section 6.07
|
Right of Trustee to Rely on Officer’s Certificate, Etc
|
31
|
|
Section 6.08
|
Disqualification; Conflicting Interests
|
31
|
|
Section 6.09
|
Persons Eligible for Appointment as Trustee
|
31
|
|
Section 6.10
|
Resignation and Removal; Appointment of Successor Trustee
|
31
|
|
Section 6.11
|
Acceptance of Appointment by Successor Trustee
|
32
|
|
Section 6.12
|
Merger, Conversion, Consolidation or Succession to Business of Trustee
|
33
|
|
Section 6.13
|
Preferential Collection of Claims Against the Issuer
|
34
|
|
ARTICLE 7 CONCERNING THE SECURITYHOLDERS
|
34
|
||
Section 7.01
|
Evidence of Action Taken by Securityholders
|
34
|
|
Section 7.02
|
Proof of Execution of Instruments and of Holding of Securities
|
34
|
|
Section 7.03
|
Holders to Be Treated as Owners
|
35
|
|
Section 7.04
|
Securities Owned by Issuer Deemed Not Outstanding
|
35
|
|
Section 7.05
|
Right of Revocation of Action Taken
|
35
|
|
ARTICLE 8 SUPPLEMENTAL INDENTURES
|
36
|
||
Section 8.01
|
Supplemental Indentures Without Consent of Securityholders
|
37
|
|
Section 8.02
|
Supplemental Indentures With Consent of Securityholders
|
38
|
|
Section 8.03
|
Effect of Supplemental Indenture
|
39
|
|
Section 8.04
|
Documents to Be Given to Trustee
|
39
|
|
Section 8.05
|
Notation on Securities in Respect of Supplemental Indentures
|
39
|
|
ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
|
39
|
||
Section 9.01
|
Issuer May Consolidate, Etc., on Certain Terms
|
39
|
|
Section 9.02
|
Successor Issuer Substituted
|
40 |
|
ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
|
40
|
||
Section 10.01
|
Satisfaction and Discharge of Indenture; Defeasance
|
40
|
PAGE | |||
Section 10.02
|
Application by Trustee of Funds Deposited for Payment of Securities
|
44
|
|
Section 10.03
|
Repayment of Moneys Held by Paying Agent
|
45
|
|
Section 10.04
|
Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years
|
45
|
|
Section 10.05
|
Indemnity for U.S. Government Obligations and Foreign Government Obligations
|
45
|
|
ARTICLE 11 MISCELLANEOUS PROVISIONS
|
45
|
||
Section 11.01
|
No Recourse
|
45
|
|
Section 11.02
|
Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities
|
46
|
|
Section 11.03
|
Successors and Assigns of Issuer Bound by Indenture
|
46
|
|
Section 11.04
|
Notices and Demands on Issuer, Trustee and Holders of Securities
|
46
|
|
Section 11.05
|
Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein
|
47
|
|
Section 11.06
|
Payments Due on Saturdays, Sundays and Holidays
|
48
|
|
Section 11.07
|
Conflict of Any Provision of Indenture With Trust Indenture Act of 1939
|
48
|
|
Section 11.08
|
New York Law to Govern
|
48
|
|
Section 11.09
|
Counterparts
|
48
|
|
Section 11.10
|
Effect of Headings
|
48
|
|
Section 11.11
|
Actions by Successor
|
48
|
|
Section 11.12
|
Severability
|
48
|
|
ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS
|
49
|
||
Section 12.01
|
Applicability of Article
|
49
|
|
Section 12.02
|
Notice of Redemption; Partial Redemptions
|
49
|
|
Section 12.03
|
Payment of Securities Called for Redemption
|
50
|
|
Section 12.04
|
Exclusion of Certain Securities from Eligibility for Selection for Redemption
|
51
|
|
Section 12.05
|
Mandatory and Optional Sinking Funds
|
51
|
(a) |
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
|
(b) |
Securities, or portions thereof, for the payment or redemption of which cash, U.S. Government Obligations or Foreign Government Obligations (as provided for in Section 10.01(a) and Section 10.01(b)) in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own paying
agent); provided, that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice;
|
(c) |
Securities as to which Legal Defeasance shall have been effected pursuant to Section 10.01(b);
|
(e) |
Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or as to which any other particular conditions have been satisfied, in each case as may be provided for
such Securities as contemplated in Section 2.03.
|
as Trustee
|
By:
|
||
Authorized Officer
|
(a) |
the designation of the Securities of the series (which may be part of a series of Securities previously issued);
|
(b) |
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);
|
(c) |
the date or dates on which the principal of the Securities of the series is payable or the method used to determine those dates and the right, if any, to extend such date or dates;
|
(e) |
the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);
|
(f) |
the obligation or the right, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation or right;
|
(g) |
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
|
(h) |
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
|
(i) |
if other than Dollars, the currency, currencies or currency units in which the Securities of the series are denominated;
|
(j) |
if other than the currency in which the Securities of the series are denominated, the currency in which payment of the principal of or interest on the Securities of such series shall be payable;
|
(k) |
if the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in a currency other than that in which the Securities are denominated, the period or periods within which,
and the terms and conditions upon which, such election may be made;
|
(l) |
if the amount of payments of principal of and interest on the Securities of the series may be determined by reference to an index based on a currency other than that in which the Securities of the series are denominated, or by reference to
one or more currency exchange rates, securities or baskets of securities, commodity prices or indices, the manner in which such amounts shall be determined;
|
(m) |
the terms and conditions, if applicable, upon which conversion or exchange of the Securities into Common Stock will be effected, including the initial conversion or exchange price or rate and any adjustments thereto, the conversion or
exchange period and other provisions in addition to or in lieu of those described herein;
|
(n) |
if the Securities of the series may be issued in exchange for surrendered Securities of another series, or for other securities of the Issuer, pursuant to the terms of such Securities or securities or of any agreement entered into by the
Issuer, the ratio of the principal amount of the Securities of the series to be issued to the principal amount of the Securities or securities to be surrendered in exchange, and any other material terms of the exchange;
|
(o) |
if Sections 10.01(b) or 10.01(c) are inapplicable to Securities of such series;
|
(p) |
(q) |
if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and terms of such certificates, documents or conditions;
|
(r) |
any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
|
(s) |
any other events of default or covenants with respect to the Securities of such series in addition to or in lieu of those contained in this Indenture; and
|
(t) |
any other terms of the series.
|
(a) |
an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer;
|
(b) |
any Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities were established;
|
(c) |
an Officer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and
covering such other matters as the Trustee may reasonably request; and
|
(d) |
an Opinion of Counsel to the effect that:
|
(i) |
the form or forms and terms of such Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,
|
(ii) |
the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture, and
|
(iii) |
such Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer,
|
(i) |
to the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and
|
(ii) |
(a) |
that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of
such series) in trust for the benefit of the Holders of the Securities of such series or of the Trustee,
|
(b) |
that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due
and payable, and
|
(c) |
that at any time during the continuance of any such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent.
|
(a) |
(b) |
at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished, provided, that, if and so long as the Trustee shall be the Security registrar (the “Security Registrar”) for such series, such list shall not be required to be furnished.
|
(b) |
The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.
|
(c) |
Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act of 1939 with other Securityholders with respect to their rights under this Indenture or under the Securities. The Issuer, the Trustee, the Security
Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act of 1939.
|
(a) |
default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days (or such other period as may be
established for the Securities of such series as contemplated by Section 2.03); or
|
(b) |
default in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise (and, if established for
the Securities of such series as contemplated by Section 2.03, the continuance of such default for a specified period); or
|
(d) |
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing
a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for all or substantially all of its property and assets or ordering the winding up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days; or
|
(e) |
the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to
the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property and assets, or make any general assignment for the
benefit of creditors; or
|
(f) |
any other Event of Default provided for in such series of Securities.
|
(i) |
to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to
the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a
result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,
|
(ii) |
unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable proceedings, and
|
(a) |
in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;
|
(b) |
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
|
(c) |
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
|
(d) |
none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or
powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it;
|
(e) |
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
|
(f) |
any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;
|
(h) |
the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred therein or thereby;
|
(i) |
the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;
|
(j) |
prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Securities of all series affected then Outstanding; provided, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer
upon demand; and
|
(k) |
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by it hereunder.
|
(b) |
In case at any time any of the following shall occur:
|
(i) |
the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona
fide Holder of a Security or Securities of such series for at least six months; or
|
(ii) |
the Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or
|
(iii) |
the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
|
(c) |
The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such series and, with the consent of the Issuer, appoint a
successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of the action in that regard taken by
the Securityholders.
|
(a) |
to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
|
(b) |
to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by such successor of the covenants, agreements and obligations of the Issuer pursuant to, or to otherwise comply with, Article 9;
|
(c) |
to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended;
|
(d) |
to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an
Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
|
(e) |
to cure any ambiguity, defect or inconsistency, or to conform this Indenture or any supplemental indenture to the description of the Securities set forth in any prospectus, prospectus supplement or offering memorandum related to such
series of Securities;
|
(f) |
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;
|
(g) |
to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;
|
(h) |
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination shall (A) not (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is
no Security described in clause (A)(i) Outstanding;
|
(i) |
to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and
|
(j) |
to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect.
|
(i) |
the Issuer shall have paid or caused to be paid the principal of and interest on and any Additional Amounts with respect to all the Securities of any series Outstanding hereunder (other than Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or
|
(ii) |
the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09); or
|
(iii) |
in the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest and Additional Amounts due on which on the dates referred to in clause (B) below can be determined at the time of
making the deposit referred to in such clause,
|
(A) |
all the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one
year in accordance with their terms under arrangements satisfactory to the Trustee for the giving of notice of redemption, and
|
(B) |
the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount (i) in the case of any series of Securities the payments on which may only be made in Dollars, in Dollars (other than
moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) and/or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of
cash in such currency, or (ii) in the case of any series of Securities the payments on which may only be made in a Foreign Currency, in such Foreign Currency (other than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 10.04) and/or Foreign Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash in such currency, in each case sufficient to pay on any
subsequent Interest Payment Date all interest due on such Interest Payment Date on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series
which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal, interest and Additional Amounts due or to
become due to such date of maturity, as the case may be,
|
(b) |
The following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 2.03. In addition to the right
to discharge of the Indenture pursuant to subsection (a) above, the Issuer, at its option and at any time, by written notice by an officer delivered to the Trustee, may elect to have all of its obligations with respect to all Outstanding
Securities of a series discharged (“Legal Defeasance”), such discharge to be effective on the date that the conditions set forth in clauses (i) through (iv) and (vi) of Section 10.01(d) are satisfied,
and thereafter the Issuer shall be deemed to have paid and discharged the entire Debt on all the Securities of such series, and satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are
concerned and this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series, (2) substitution of
apparently mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(d)(i), payments of principal thereof, interest thereon and any
Additional Amounts, upon the original Stated Maturities therefor (but not upon acceleration) and remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i), sinking fund payments, if any, (4) the
rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations with respect to the Securities of such series under Sections 10.02 and 10.04 and (5) the obligations of the
Issuer under Section 3.02).
|
(d) |
The following shall be the conditions to the application of Legal Defeasance (to the extent set forth in subsection (b)), or Covenant Defeasance (to the extent set forth in subsection (c)) to the Securities of the applicable series:
|
(vi) |
Infinity Pharmaceuticals, Inc.
|
||
By:
|
||
Name:
|
||
Title:
|
||
Attest:
|
||
By:
|
||
Name:
|
||
Title:
|
||
, Trustee
|
||
By:
|
||
Name:
|
||
Title:
|
Section of Trust Indenture Act of 1939, as amended
|
Section of Indenture
|
|
310(a)
|
6.09
|
|
310(b)
|
6.08
6.10
|
|
310(c)
|
Inapplicable
|
|
311(a)
|
6.13
|
|
311(b)
|
6.13
|
|
311(c)
|
Inapplicable
|
|
312(a)
|
4.01
4.04
|
|
312(b)
|
4.04(c)
|
|
312(c)
|
4.04(c)
|
|
313(a)
|
4.03
|
|
313(b)
|
4.03
|
|
313(c)
|
4.03
|
|
313(d)
|
4.03
|
|
314(a)
|
4.02
|
|
314(b)
|
Inapplicable
|
|
314(c)
|
2.04
8.04
9.01(c)
10.01(b)
11.05
|
|
314(d)
|
Inapplicable
|
|
314(e)
|
11.05
|
|
314(f)
|
Inapplicable
|
|
315(a)
|
6.01
6.02
|
|
315(b)
|
5.11
|
|
315(c)
|
6.01
|
|
315(d)
|
6.01
|
|
6.02
|
||
315(e)
|
5.12
|
|
316(a)
|
5.09
5.10
7.04
|
|
316(b)
|
5.06
5.10
|
|
316(c)
|
7.02
|
|
317(a)
|
5.04
|
|
317(b)
|
3.04
|
|
318(a)
|
11.07
|
1
|
This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
|
Page
|
|||
ARTICLE 1 DEFINITIONS
|
1
|
||
Section 1.01
|
Certain Terms Defined
|
1
|
|
ARTICLE 2 SECURITIES
|
7
|
||
Section 2.01
|
Forms Generally
|
7
|
|
Section 2.02
|
Form of Trustee’s Certificate of Authentication
|
8
|
|
Section 2.03
|
Amount Unlimited; Issuable in Series
|
8
|
|
Section 2.04
|
Authentication and Delivery of Securities
|
10
|
|
Section 2.05
|
Execution of Securities
|
12
|
|
Section 2.06
|
Certificate of Authentication
|
12
|
|
Section 2.07
|
Denomination and Date of Securities; Payments of Interest
|
12
|
|
Section 2.08
|
Registration, Transfer and Exchange
|
13
|
|
Section 2.09
|
Mutilated, Defaced, Destroyed, Lost and Stolen Securities
|
15
|
|
Section 2.10
|
Cancellation of Securities; Destruction Thereof
|
16
|
|
Section 2.11
|
Temporary Securities
|
16
|
|
Section 2.12
|
CUSIP Numbers
|
16
|
|
|
|||
ARTICLE 3 COVENANTS OF THE ISSUER
|
17
|
||
Section 3.01
|
Payment of Principal and Interest
|
17
|
|
Section 3.02
|
Offices for Payments, Etc
|
17
|
|
Section 3.03
|
Appointment to Fill a Vacancy in Office of Trustee
|
17
|
|
Section 3.04
|
Paying Agents
|
18
|
|
Section 3.05
|
Written Statement to Trustee
|
18
|
|
ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
|
19
|
||
Section 4.01
|
Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders
|
19
|
|
Section 4.02
|
Reports by the Issuer
|
19
|
|
Section 4.03
|
Reports by the Trustee
|
19
|
|
Section 4.04
|
Preservation of Information; Communication with Securityholders
|
19
|
|
ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
|
20
|
||
Section 5.01
|
Event of Default Defined; Acceleration of Maturity; Waiver of Default
|
20
|
|
Section 5.02
|
Collection of Debt by Trustee; Trustee May Prove Debt
|
22
|
|
Section 5.03
|
Application of Proceeds
|
24
|
|
Section 5.04
|
Suits for Enforcement
|
24
|
|
Section 5.05
|
Restoration of Rights on Abandonment of Proceedings
|
25
|
|
Section 5.06
|
Limitations on Suits by Securityholders
|
25
|
|
Section 5.07
|
Unconditional Right of Securityholders to Institute Certain Suits
|
25
|
|
Section 5.08
|
Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
|
26
|
|
Section 5.09
|
Control by Holders of Securities
|
26
|
Section 5.10
|
Waiver of Past Defaults
|
26
|
|
Section 5.11
|
Trustee to Give Notice of Default
|
27
|
|
Section 5.12
|
Right of Court to Require Filing of Undertaking to Pay Costs
|
27
|
|
ARTICLE 6 CONCERNING THE TRUSTEE
|
27
|
||
Section 6.01
|
Duties and Responsibilities of the Trustee; During Default; Prior to Default
|
27
|
|
Section 6.02
|
Certain Rights of the Trustee
|
28
|
|
Section 6.03
|
Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
|
29
|
|
Section 6.04
|
Trustee and Agents May Hold Securities; Collections, Etc
|
29
|
|
Section 6.05
|
Moneys Held by Trustee
|
30
|
|
Section 6.06
|
Compensation and Indemnification of Trustee and Its Prior Claim
|
30
|
|
Section 6.07
|
Right of Trustee to Rely on Officer’s Certificate, Etc
|
30
|
|
Section 6.08
|
Disqualification; Conflicting Interests
|
30
|
|
Section 6.09
|
Persons Eligible for Appointment as Trustee
|
31
|
|
Section 6.10
|
Resignation and Removal; Appointment of Successor Trustee
|
31
|
|
Section 6.11
|
Acceptance of Appointment by Successor Trustee
|
32
|
|
Section 6.12
|
Merger, Conversion, Consolidation or Succession to Business of Trustee
|
33
|
|
Section 6.13
|
Preferential Collection of Claims Against the Issuer
|
33
|
|
ARTICLE 7 CONCERNING THE SECURITYHOLDERS
|
34
|
||
Section 7.01
|
Evidence of Action Taken by Securityholders
|
34
|
|
Section 7.02
|
Proof of Execution of Instruments and of Holding of Securities
|
34
|
|
Section 7.03
|
Holders to Be Treated as Owners
|
34
|
|
Section 7.04
|
Securities Owned by Issuer Deemed Not Outstanding
|
35
|
|
Section 7.05
|
Right of Revocation of Action Taken
|
35
|
|
ARTICLE 8 SUPPLEMENTAL INDENTURES
|
35
|
||
Section 8.01
|
Supplemental Indentures Without Consent of Securityholders
|
35
|
|
Section 8.02
|
Supplemental Indentures With Consent of Securityholders
|
37
|
|
Section 8.03
|
Effect of Supplemental Indenture
|
38
|
|
Section 8.04
|
Documents to Be Given to Trustee
|
38
|
|
Section 8.05
|
Notation on Securities in Respect of Supplemental Indentures
|
38
|
|
ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
|
39
|
||
Section 9.01
|
Issuer May Consolidate, Etc., on Certain Terms
|
39
|
|
Section 9.02
|
Successor Issuer Substituted
|
39
|
|
ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
|
40
|
||
Section 10.01
|
Satisfaction and Discharge of Indenture; Defeasance
|
40
|
|
Section 10.02
|
Application by Trustee of Funds Deposited for Payment of Securities
|
43
|
|
Section 10.03
|
Repayment of Moneys Held by Paying Agent
|
44
|
|
Section 10.04
|
Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years
|
44
|
|
Section 10.05
|
Indemnity for U.S. Government Obligations and Foreign Government Obligations
|
44
|
ARTICLE 11 MISCELLANEOUS PROVISIONS
|
44
|
||
Section 11.01
|
No Recourse
|
44
|
|
Section 11.02
|
Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities
|
45
|
|
Section 11.03
|
Successors and Assigns of Issuer Bound by Indenture
|
45
|
|
Section 11.04
|
Notices and Demands on Issuer, Trustee and Holders of Securities
|
45
|
|
Section 11.05
|
Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein
|
46
|
|
Section 11.06
|
Payments Due on Saturdays, Sundays and Holidays
|
46
|
|
Section 11.07
|
Conflict of Any Provision of Indenture With Trust Indenture Act of 1939
|
47
|
|
Section 11.08
|
New York Law to Govern
|
47
|
|
Section 11.09
|
Counterparts
|
47
|
|
Section 11.10
|
Effect of Headings
|
47
|
|
Section 11.11
|
Actions by Successor
|
47
|
|
Section 11.12
|
Severability
|
47
|
|
ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS
|
47
|
||
Section 12.01
|
Applicability of Article
|
47
|
|
Section 12.02
|
Notice of Redemption; Partial Redemptions
|
48
|
|
Section 12.03
|
Payment of Securities Called for Redemption
|
49
|
|
Section 12.04
|
Exclusion of Certain Securities from Eligibility for Selection for Redemption
|
49
|
|
Section 12.05
|
Mandatory and Optional Sinking Funds
|
50
|
|
ARTICLE 13 SUBORDINATION OF SECURITIES
|
52
|
||
Section 13.01
|
Agreement of Subordination
|
52
|
|
Section 13.02
|
Payments to Securityholders
|
52
|
|
Section 13.03
|
Subrogation of Securities
|
54
|
|
Section 13.04
|
Authorization by Securityholders
|
54
|
|
Section 13.05
|
Notice to Trustee
|
55
|
|
Section 13.06
|
Trustee’s Relation to Senior Indebtedness
|
55
|
|
Section 13.07
|
No Impairment of Subordination
|
56
|
|
Section 13.08
|
Rights of Trustee
|
56
|
as Trustee
|
By:
|
||
Authorized Officer
|
(b) |
The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.
|
(c) |
Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act of 1939 with other Securityholders with respect to their rights under this Indenture or under the
Securities. The Issuer, the Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act of 1939.
|
INFINITY PHARMACEUTICALS, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
||
Attest:
|
||
By:
|
||
Name:
|
||
Title:
|
, Trustee
|
By:
|
||
Name:
|
||
Title:
|
No. [ ]
|
CUSIP No.: [ ]
|
[Common Code][ISIN]: [ ]
|
|
[$ ]
|
INFINITY PHARMACEUTICALS, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Attest:
|
||
By:
|
||
Name:
|
||
Title:
|
, as Trustee
|
By:
|
|||
Title:
|
1. |
Indenture
|
2. |
Method of Payment.
|
3. |
Redemption.
|
4. |
Paying Agent and Security Registrar
|
5. |
Denominations; Transfer; Exchange.
|
6. |
Persons Deemed Owners.
|
7. |
Unclaimed Funds.
|
8. |
Defeasance.
|
9. |
Amendment; Supplement; Waiver.
|
10. |
Defaults and Remedies.
|
11. |
Trustee Dealings with Issuer.
|
12. |
No Recourse Against Others.
|
13. |
Authentication.
|
14. |
Abbreviations and Defined Terms.
|
15. |
CUSIP Numbers.
|
16. |
Governing Law.
|
(Print or type name, address and zip code of assignee or transferee)
|
(Insert Social Security or other identifying number of assignee or transferee)
|
Dated:
|
Signed:
|
|||
(Signed exactly as name appears on the other side of this Security)
|
Signature Guarantee:
|
||
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)
|
No. [ ]
|
CUSIP No.: [ ]
|
[Common Code][ISIN]: [ ]
|
|
[$ ]
|
Infinity Pharmaceuticals, Inc.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Attest:
|
||
By:
|
||
Name:
|
||
Title:
|
, as Trustee
|
By:
|
|||
Title:
|
1. |
Indenture
|
2. |
Method of Payment.
|
3. |
Redemption.
|
4. |
Paying Agent and Security Registrar
|
5. |
Denominations; Transfer; Exchange.
|
6. |
Persons Deemed Owners.
|
7. |
Unclaimed Funds.
|
8. |
Defeasance.
|
9. |
Amendment; Supplement; Waiver.
|
10. |
Defaults and Remedies.
|
11. |
Subordination.
|
12. |
Trustee Dealings with Issuer.
|
13. |
No Recourse Against Others.
|
14. |
Authentication.
|
15. |
Abbreviations and Defined Terms.
|
16. |
CUSIP Numbers.
|
17. |
Governing Law.
|
(Print or type name, address and zip code of assignee or transferee)
|
(Insert Social Security or other identifying number of assignee or transferee)
|
Dated:
|
Signed:
|
|||
(Signed exactly as name appears on the other side of this Security)
|
Signature Guarantee:
|
||
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)
|
Re:
|
Registration Statement on Form S-3
|
i. |
senior debt securities (“Senior Debt Securities”);
|
ii. |
subordinated debt securities (“Subordinated Debt Securities” and, together with the Senior Debt Securities, “Debt Securities”);
|
iii. |
common stock, par value $0.001 per share (“Common Stock”);
|
iv. |
preferred stock, par value $0.001 per share (“Preferred Stock”);
|
v. |
units, consisting of one or more securities, including Common Stock, Preferred Stock, Debt Securities or any other securities (“Units”); and
|
vi. |
warrants to purchase Debt Securities, Common Stock or Preferred Stock (“Warrants”), all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act with an aggregate offering
price of up to $250,000,000, as set forth in the Registration Statement, the base prospectus contained therein (the “Prospectus”) and any amendments or supplements thereto.
|
|
|
Infinity Pharmaceuticals, Inc.
|
|
May 13, 2021
|
|
Page 3
|
|
|
Infinity Pharmaceuticals, Inc.
|
|
May 13, 2021
|
|
Page 4
|
|
|
Infinity Pharmaceuticals, Inc.
|
|
May 13, 2021
|
|
Page 5
|
|
|
Infinity Pharmaceuticals, Inc.
|
|
May 13, 2021
|
|
Page 6
|
Very truly yours, | ||
WILMER CUTLER PICKERING HALE AND DORR LLP
|
||
By:
|
/s/ Cynthia T. Mazareas
|
|
Cynthia T. Mazareas, a Partner
|
/s/ Ernst & Young LLP
|
|
Boston, Massachusetts
|
|
May 13, 2021
|
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