UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2023
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-31141
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33-0655706
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Massachusetts Avenue,
Floor 4, Cambridge, MA
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02138
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (617) 453-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading Symbol
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Name of Exchange on Which Registered
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Common Stock, $0.001 par value
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INFI
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 4, 2023, Infinity Pharmaceuticals, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of
the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) (the “Minimum MVLS Requirement”) for continued listing on the Nasdaq Global Select Market,
as the market value of the Company’s listed securities was less than $50,000,000 for the previous 30 consecutive business days. The Staff also noted in its letter that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(A), which
requires listed companies to have total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or for two of the three most recently completed fiscal years.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days, or until October 2, 2023
(the “Compliance Date”), to regain compliance with the Minimum MVLS Requirement. If, at any time before the Compliance Date, the market value of the Company’s listed securities closes at $50,000,000 or more for a minimum of ten consecutive business
days, the Staff will provide written notification to the Company that it has regained compliance with the Minimum MVLS Requirement and this matter will be closed.
If the Company does not regain compliance with the Minimum MVLS Requirement by the Compliance Date, the Company will receive written notification that its
securities are subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”) pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However,
there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. Alternatively, if the Company does not regain compliance with the Minimum
MVLS Requirement by the Compliance Date, the Company may apply for a transfer to list its common stock to the Nasdaq Capital Market, provided that the Company then meets the applicable requirements for continued listing on the Nasdaq Capital Market.
To effect such a transfer, the Company would also need to pay an application fee to Nasdaq and submit an online transfer application.
The Company intends to actively monitor the market value of its listed securities and may, if appropriate, consider available options to regain compliance
with the Nasdaq Listing Rules.
As previously disclosed on a Current Report on Form 8-K dated December 30, 2022, on December 28, 2022, the Company also received a deficiency letter from
the Staff of Nasdaq notifying it that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1), as the bid price for the Company’s common stock had closed below $1.00 per share for each of the previous 30 consecutive business days. As of
the date of this Current Report on Form 8-K, the Company remains out of compliance with Nasdaq Listing Rule 5450(a)(1).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INFINITY PHARMACEUTICALS, INC.
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Date: April 7, 2023
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By:
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/s/ Seth A. Tasker
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Seth A. Tasker
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Chief Business Officer
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