Infinity Pharmaceuticals, Inc. (NASDAQ:INFI) Files An 8-K Termination of a Material Definitive Agreement
Item1.02
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Termination of a Material Definitive Agreement. |
784 Memorial Drive Lease
On September25, 2014, Infinity Pharmaceuticals, Inc. (we,
us, or our) entered into a lease agreement (the
Base Lease) with BHX, LLC, as trustee of 784 Realty Trust
(the Landlord), for the lease of approximately 61,000
square feet of office space at 784 Memorial Drive, Cambridge,
Massachusetts. On March27, 2017, we and the Landlord entered into
an amendment (the Lease TerminationAmendment) to
the Base Lease under which we and Landlord agreed to the early
termination of the Base Lease subject to the satisfaction or
waiver of specified contingencies (the Lease Termination
Contingencies) and payment of a $5million termination payment
(the Termination Payment). The Lease Termination Amendment
was extended by entry into a second lease amendment dated May1,
2017 and further extended by entry into a third lease amendment
dated May31, 2017.
The Base Lease, as amended, will terminate effective August31,
2017 following satisfaction of the Lease Termination
Contingencies on June15, 2017 by our receipt of notice from the
Landlord that it has waived a contingency to enter into a new
lease or leases on or before June15, 2017 and by our receipt of a
Qualifying Lender Consent as described in the Lease Termination
Amendment. to the Lease Termination Amendment, as amended, we
made the first installment of the Termination Payment to Landlord
on June19, 2017 in the amount of $4.5million and are obligated to
make the final installment of the termination payment to Landlord
in the amount of $0.5million on or before August31, 2017.
The Base Lease commenced on November1, 2014 (the Commencement
Date) and was originally scheduled to expire on March31,
2025, (the Expiration Date). Under the terms of the Base
Lease, we had agreed to pay rent from the Commencement Date until
April1, 2015, at a rate of $0.00 per month, from April1, 2015
through March31, 2020, at a rate of $170,291.67 per month, and
from April1, 2020 until the Expiration Date, at a rate of
$190,625.00 per month. In addition to the base rent, we had
agreed to be responsible for Building operating expenses, utility
costs and real estate taxes, in accordance with the terms of the
Base Lease. to the terms of the Base Lease, we provided a
security deposit in the form of a letter of credit in the initial
amount $1,000,000, which was reduced to $500,000 on April4, 2017
according to the terms of the Base Lease. We had two consecutive
rights to extend the term of the Base Lease for five years under
each extension. The Base Lease contained customary provisions
allowing the Landlord to terminate the Base Lease if we failed to
remedy a default of any of its obligations under the Base Lease
within specified time periods or upon our bankruptcy or
insolvency.
Item2.05. |
Costs Associated with Exit or Disposal Activities. |
The text of Item 1.02 of this Current Report on Form 8-K, which
describes the facts and circumstances of the termination of our
Base Lease and the related disposal of our building and building
improvements, is hereby incorporated by reference into this Item
2.05.
We became committed to the disposal on June15, 2017 and we expect
the disposal to be completed by August31, 2017. We currently
expect to incur costs ranging from approximately $7million to
$7.5million, which includes the $5million Termination Payment and
the write-off of associated assets and liabilities. We paid the
Landlord $4.5million of the $5million Termination Payment on
June19, 2017, and expect to pay the remaining $0.5million of the
Termination Payment on or before August31, 2017. We are
continuing to review the potential impact of the disposal, and
are unable to estimate any additional disposal costs or charges
at this time. If we subsequently determine that we will incur
additional major disposal charges, we will amend this Current
Report on Form 8-K with respect to such determination.
About Infinity Pharmaceuticals, Inc. (NASDAQ:INFI)
Infinity Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is engaged in the discovery, development and delivery of medicines to treat diseases. The Company develops small molecule drugs that target disease pathways for potential applications in oncology. Its product candidate is duvelisib, also known as IPI-145, is an oral, dual-inhibitor of the delta and gamma isoforms of phosphoinositide-3-kinase (PI3K), for the treatment of hematologic malignancies, or blood cancers. The Company is also developing IPI-549, which is an orally administered, clinical-stage, immuno-oncology product candidate that selectively inhibits the gamma isoform of PI3K. In addition to duvelisib, the Company focuses to generate new product candidates for potential investigation in oncology. The Company also focuses on developing DYNAMO, CONTEMPO, BRAVURA, FRESCO, DYNAMO+R, DUO, SYNCHRONY and Duvelisib + Venetoclax.