We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Infinity Pharmaceuticals Inc | NASDAQ:INFI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0322 | 0.0321 | 0.0348 | 0 | 01:00:00 |
|
| |
Per share
|
| |
Total
|
Public offering price
|
| |
$3.80
|
| |
$79,800,000
|
Underwriting discounts and commissions(1)
|
| |
$0.228
|
| |
$4,788,000
|
Proceeds, before expenses, to Infinity Pharmaceuticals, Inc.
|
| |
$3.5720
|
| |
$75,012,000
|
(1)
|
See “Underwriting” beginning on page S-18 of this prospectus supplement for additional information regarding compensation payable to the underwriters.
|
Truist Securities
|
| |
JonesTrading
|
•
|
Greatest benefit of eganelisib with nivolumab combination therapy over nivolumab monotherapy was observed in the PD-L1 negative patient population (n=23) with improvement over nivolumab monotherapy (n=7) for overall response rate (ORR) (26% vs. 14%); disease control rate (DCR) (57% vs. 14%); and best responses of complete response (CR) (9% vs. 0%), and stable disease (SD) (30% vs. 0%)
|
•
|
PD-L1 negative patients demonstrated an extended progression free survival (PFS) with a hazard ratio of 0.54 reflecting a 46% reduction in probability of progression (mPFS of 9.1 weeks on combination arm versus 7.9 weeks on control arm)
|
•
|
58% (11/19) of PD-L1 negative patients receiving eganelisib in combination with nivolumab achieved a reduction in tumor burden versus 17% (1/6) in the placebo arm with nivolumab monotherapy
|
•
|
In the overall population, the combination of eganelisib with nivolumab demonstrated an increase over nivolumab monotherapy in ORR (30% vs. 25%); DCR (55% vs. 31%); and best responses of CR (12% vs. 6%), and SD (24% vs. 6%)
|
•
|
Nivolumab monotherapy in the control arm of MARIO-275 demonstrated response rates consistent with nivolumab monotherapy in CheckMate-275
|
•
|
Patients were stratified by MDSC level, but there was no meaningful difference between the response rates in the myeloid derived suppressor cells (MDSCs) high combination arm (29%, n=7) versus the MDSC high control arm (33%, n=3)
|
•
|
33 patients received eganelisib at doses between 40 mg and 30 mg, once daily, plus nivolumab, and 16 patients received nivolumab monotherapy plus placebo
|
•
|
The dose reduction from 40 mg to 30 mg was to address reversible liver enzyme elevations reported at the first scheduled MARIO-275 Independent Data Monitoring Committee (IDMC) meeting
|
○
|
The median average daily dose of eganelisib in the study was 31.5 mg which supports 30mg as the dose for the registration-enabling study being planned
|
○
|
The IDMC supported further exploration of this combination therapy for patients after the successful implementation of the dose reduction
|
•
|
The combination of eganelisib and nivolumab was well tolerated at the 30 mg once daily dose
|
○
|
The most common treatment emergent adverse events (TEAEs) across all doses, all causality, were pyrexia (33%), decreased appetite (33%), pruritus (24%), rash (24%) and increased alanine aminotransferase (24%) and the most common ≥Grade 3 TEAEs across all doses, all causality, were disease progression (24.2%), hepatotoxicity (24.2%), increased ALT (12.1%) and increased AST (12.1%) with no Hy’s Law
|
○
|
No Grade 5 TEAEs were reported
|
•
|
100% of evaluable patients (n=13) demonstrated tumor reduction
|
•
|
69.2% (9/13) overall response rate (ORR) with best responses of complete response (CR) or partial response (PR)
|
•
|
100% (5/5) ORR (CR + PR) with 1 CR and 4 PRs observed in PD-L1 positive patients
|
•
|
50% (4/8) ORR (CR + PR) with 4 PRs observed in PD-L1 negative patients
|
•
|
Translational data are supportive of eganelisib’s immune modulation mechanism with treatment associated with decreased M2 macrophages and myeloid derived suppressor cells (MDSCs) and increased T cell reinvigoration as measured in peripheral blood.
|
•
|
The novel triple combination treatment with eganelisib, atezolizumab (atezo) and nab-paclitaxel (nab-pac) demonstrated safety in line with expectations of the component drugs with no additive
|
•
|
We have a history of operating losses, expect to incur significant and increasing operating losses in the future, and may never become profitable, or if we become profitable, we may not remain profitable.
|
•
|
We will need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate the development of eganelisib or future efforts to commercialize eganelisib. We cannot provide assurances that our estimates regarding expenses, future revenue, capital requirements and needs for additional financing are accurate.
|
•
|
We cannot provide assurances that our plans with respect to our ongoing and planned clinical trials for our product candidates will succeed, including the timing of these trials and of the anticipated results.
|
•
|
We are dependent on the success of eganelisib. If we are unable to complete the clinical development of, obtain marketing approval for or successfully commercialize eganelisib, either alone or with a collaborator, or if we experience significant delays in doing so, our business could be substantially harmed.
|
•
|
If clinical trials of eganelisib fail to satisfactorily demonstrate safety and efficacy to the U.S. Food and Drug Administration, or FDA, and other regulators, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of eganelisib.
|
•
|
Adverse events or undesirable side effects caused by, or other unexpected properties of, product candidates that we develop may be identified during development and could delay or prevent their marketing approval or limit their use.
|
•
|
The immuno-oncology industry is characterized by a rapidly changing competitive landscape and a crowded competitive field. We may be unable to compete with larger, more established entities in the field.
|
•
|
We are reliant on third parties, including collaborators, contract research organizations, manufacturers, and suppliers, to support our business. Should any such third party perform unsatisfactorily or unilaterally end our relationship, such outcome could have a material negative impact on our business and finances.
|
•
|
Our success depends substantially upon our ability to obtain, maintain and enforce intellectual property rights for the protection of eganelisib. We cannot guarantee the success of our intellectual property position and strategy.
|
•
|
The COVID-19 pandemic may materially and adversely affect our clinical trial operations, our future supply chain and our financial results.
|
•
|
We need to attract and retain highly skilled personnel; we may be unable to effectively manage growth with our limited resources.
|
•
|
Our common stock may have a volatile trading price and low trading volume.
|
•
|
1,000,000 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2020, at a weighted-average exercise price of $13.83 per share;
|
•
|
3,437,633 shares of common stock issuable upon the exercise of stock options outstanding under our 2019 Equity Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $1.27 per share;
|
•
|
7,619,814 shares of common stock issuable upon the exercise of stock options outstanding under our 2010 Stock Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $5.18 per share;
|
•
|
3,737,700 shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan as of September 30, 2020;
|
•
|
91,235 shares of common stock reserved for future issuance under our 2016 Employee Stock Purchase Plan as of September 30, 2020; and
|
•
|
1,077,748 shares of common stock that were issued pursuant to our amended and restated Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC and B. Riley FBR, Inc., dated as of July 29, 2019, which we refer to as our Sales Agreement, between October 1, 2020 and February 10, 2021.
|
•
|
no exercise of the outstanding stock options described above; and
|
•
|
no exercise by the underwriters of their option to purchase additional shares.
|
•
|
on an actual basis; and
|
•
|
on a pro forma as adjusted basis to give effect to our issuance and sale of 21,000,000 shares of our common stock in this offering at the public offering price of $3.80 per share after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
|
|
| |
As of September 30, 2020
|
|||
(in thousands, except share data)
|
| |
Actual
|
| |
Pro forma as
adjusted
|
Cash and cash equivalents
|
| |
$18,528
|
| |
$93,040
|
Available-for-sale securities
|
| |
$22,757
|
| |
$22,757
|
Common stock, par value $0.001 per share: 200,000,000 shares authorized, actual and pro forma as adjusted; 63,141,510 shares issued and outstanding, actual; 84,141,510 shares issued and outstanding, pro forma as adjusted
|
| |
$63
|
| |
$84
|
Additional paid-in capital
|
| |
741,522
|
| |
816,013
|
Accumulated deficit
|
| |
(755,722)
|
| |
(755,722)
|
Total stockholders’ equity (deficit)
|
| |
(14,127)
|
| |
60,385
|
Total capitalization
|
| |
$(14,127)
|
| |
$60,385
|
•
|
1,000,000 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2020, at a weighted-average exercise price of $13.83 per share;
|
•
|
3,437,633 shares of common stock issuable upon the exercise of stock options outstanding under our 2019 Equity Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $1.27 per share;
|
•
|
7,619,814 shares of common stock issuable upon the exercise of stock options outstanding under our 2010 Stock Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $5.18 per share;
|
•
|
3,737,700 shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan as of September 30, 2020;
|
•
|
91,235 shares of common stock reserved for future issuance under our 2016 Employee Stock Purchase Plan as of September 30, 2020; and
|
•
|
1,077,748 shares of common stock that were issued pursuant to the Sales Agreement between October 1, 2020 and February 10, 2021.
|
Public offering price per share
|
| |
|
| |
$3.80
|
Net tangible book value per share as of September 30, 2020
|
| |
$(0.22)
|
| |
|
Increase in net tangible book value per share attributable to new investors in this offering
|
| |
$0.94
|
| |
|
Pro forma as adjusted net tangible book value per share as of as of September 30, 2020 after giving effect to this offering
|
| |
|
| |
$0.72
|
Dilution in net tangible book value per share to new investors
|
| |
|
| |
$3.08
|
•
|
1,000,000 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2020, at a weighted-average exercise price of $13.83 per share;
|
•
|
3,437,633 shares of common stock issuable upon the exercise of stock options outstanding under our 2019 Equity Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $1.27 per share;
|
•
|
7,619,814 shares of common stock issuable upon the exercise of stock options outstanding under our 2010 Stock Incentive Plan as of September 30, 2020, at a weighted-average exercise price of $5.18 per share;
|
•
|
3,737,700 shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan as of September 30, 2020;
|
•
|
91,235 shares of common stock reserved for future issuance under our 2016 Employee Stock Purchase Plan as of September 30, 2020; and
|
•
|
1,077,748 shares of common stock that were issued pursuant to the Sales Agreement between October 1, 2020 and February 10, 2021.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation, or any other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons has the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
•
|
insurance companies;
|
•
|
tax-exempt organizations;
|
•
|
financial institutions;
|
•
|
brokers or dealers in securities;
|
•
|
pension plans;
|
•
|
controlled foreign corporations;
|
•
|
passive foreign investment companies;
|
•
|
persons who acquired our common stock as compensation for services;
|
•
|
owners that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment or who have elected to mark securities to market; and
|
•
|
certain former citizens or residents of the United States.
|
•
|
the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or fixed base maintained by such non-U.S. holder in the United States, in which case the non-U.S. holder will be taxed on a net income basis at the same U.S. federal income tax rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, an additional branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty, may also apply;
|
•
|
the non-U.S. holder is a nonresident alien present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S.-source capital losses of the non-U.S. holder, if any; or
|
•
|
we are, or have been at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter), a “U.S. real property holding corporation,” unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. If we are determined to be a U.S. real property holding
|
Underwriter
|
| |
Number of
Shares
|
Piper Sandler & Co.
|
| |
14,700,000
|
Truist Securities, Inc.
|
| |
4,200,000
|
JonesTrading Institutional Services LLC
|
| |
2,100,000
|
Total
|
| |
21,000,000
|
|
| |
Per Share
|
| |
Total
Without Option
Exercise
|
| |
Total
With Full
Option
Exercise
|
Public offering price
|
| |
$3.80
|
| |
$79,800,000
|
| |
$91,770,000
|
Underwriting discounts and commissions
|
| |
$0.228
|
| |
$4,788,000
|
| |
$5,506,200
|
Proceeds, before expenses, to us
|
| |
$3.5720
|
| |
$75,012,000
|
| |
$86,263,800
|
•
|
offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive common stock whether now owned or hereafter acquired;
|
•
|
enter into any hedge, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or any such other securities;
|
•
|
make any demand for or exercise any right with respect to the registration of any common stock or any security convertible into or exercisable or exchangeable for common stock; or
|
•
|
publicly disclose the intention to do any of the foregoing.
|
•
|
as a bona fide gift or gifts;
|
•
|
to an immediate family member of the holder or to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of the holder;
|
•
|
to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate of the holder;
|
•
|
as part of a distribution to limited or general partners, limited liability company members, stockholders or other equityholders of the holder, or to the estate of any such person;
|
•
|
if the holder is a trust, to the beneficiary of such trust or the estate of any such beneficiary;
|
•
|
by testate succession or intestate succession;
|
•
|
by operation of law, including pursuant to a qualified domestic relations order, or in connection with a divorce settlement or other order of a court or administrative or regulatory agency;
|
•
|
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under any of the foregoing exceptions;
|
•
|
in connection with the exercise or settlement of stock options, restricted stock awards or other equity awards granted pursuant to equity incentive plans described herein;
|
•
|
to us in connection with the vesting, settlement or exercise of options, restricted stock awards or other equity awards granted pursuant to equity incentive plans described herein, in each case on a “net” or “cashless” basis or to cover tax withholding obligations in connection therewith;
|
•
|
to us in connection with the death, disability or termination of employment or service of an employee or service provider of the Company;
|
•
|
pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of our common stock involving a change of control that has been approved by our board of directors;
|
•
|
purchased in this offering, or in the open market following this offering; or
|
•
|
the establishment of a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
|
(a)
|
to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
(a)
|
to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Section 86 of the FSMA;
|
(a)
|
to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA;
|
(b)
|
to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or
|
(c)
|
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(i)
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);
|
(ii)
|
where no consideration is or will be given for the transfer;
|
(iii)
|
where the transfer is by operation of law;
|
(iv)
|
as specified in Section 276(7) of the SFA; or
|
(v)
|
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
|
1.
|
the transaction does not require a prospectus to be submitted for approval to the AMF;
|
2.
|
persons or entities referred to in Point 2°, Section II of Article L.411-2 of the Monetary and Financial Code may take part in the transaction solely for their own account, as provided in Articles D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary and Financial Code; and
|
3.
|
the financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
|
•
|
Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 3, 2020 (including information specifically incorporated by reference therein from our Proxy Statement filed with the SEC on April 27, 2020);
|
•
|
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 11, 2020;
|
•
|
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on July 30, 2020;
|
•
|
Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 9, 2020;
|
•
|
Our Current Reports on Form 8-K filed with the SEC on January 9, 2020, January 13, 2020, March 3, 2020, March 17, 2020, March 25, 2020, April 7, 2020, June 18, 2020, July 2, 2020, August 25, 2020, September 29, 2020, November 9, 2020, December 9, 2020, January 6, 2021 and February 11, 2021 (excluding those portions of any Current Report on Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K); and
|
•
|
The description of our common stock contained in our Registration Statement on Form 8-A/A filed on November 20, 2008, including any amendments or reports filed for the purpose of updating such description.
|
•
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2019 Annual Meeting of Stockholders;
|
•
|
•
|
The description of our common stock contained in our Registration Statement on Form 8-A filed on July 25, 2000, including any amendments or 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;
|
•
|
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.
|
•
|
We deliver to the trustee a legal opinion of our counsel confirming the tax law change or ruling described above.
|
•
|
We must 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.
|
•
|
We must 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
|
•
|
to comply with 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 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 terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
|
•
|
any provisions of the governing unit agreement that differ from those described below; and
|
•
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
|
•
|
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.
|
1 Year Infinity Pharmaceuticals Chart |
1 Month Infinity Pharmaceuticals Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions