Insys Therapeutics, Inc. (NASDAQ:INSY) Files An 8-K Other Events
Item 8.01Other Events
As previously disclosed, on June 10, 2019, Insys Therapeutics, Inc. (the “Company”) and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the cases commenced thereby, the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
In connection with the Chapter 11 Cases, as previously disclosed, on November 29, 2019, the Debtors filed the Second Amended Joint Chapter 11 Plan of Liquidation of Insys Therapeutics, Inc. and Its Affiliated Debtors (as further amended, supplemented, or modified in accordance with its terms, the “Plan”) and the related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court. As previously disclosed, the Disclosure Statement was approved by the Bankruptcy Court on December 4, 2019, and on January 16, 2020, the Bankruptcy Court entered an order confirming the Plan. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings ascribed to them in the Plan.
The description of the Plan herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan set forth in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 3, 2019 with the U.S. Securities and Exchange Commission (the “SEC”), and incorporated by reference herein to this Current Report on Form 8-K.
to and subject to the terms of the Plan, on the Effective Date, which the Company anticipates to occur in the near term, cash reserves will be established to satisfy administrative expenses of the Debtors and other claims entitled to priority under the Bankruptcy Code, and the Company’s remaining assets will be placed in two liquidating trusts: (i) one liquidating trust will hold the Company’s assets related to product liability insurance, and (ii) the other will hold all other Company assets. The liquidating trusts will undertake the final liquidation of the Company’s assets and administration of claims against the Company in accordance with the Plan. In addition, to the Plan, on the Effective Date, all existing shares of equity of the Company, including shares of common stock, $0.01 par value per share (“Existing Common Stock”), will be cancelled for no consideration, and one new share of common stock of the Company, representing 50% of the equity interests of the Company, will be issued to the Insys Liquidation Trust. to the terms of the Plan, on the Effective Date, the directors serving on the Company’s board of directors will resign and a sole director will be appointed to the board of directors of the Company.
On February 11, 2020, the Company will file a Form 15 with the SEC to deregister the Existing Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its reporting obligations under Section 15(d) of the Exchange Act. Upon filing the Form 15, the Company’s obligations to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
Cautionary Statements Regarding Trading in the Company’s Securities
Following deregistration, the Company does not plan to post current information with OTC or otherwise make it publicly available, and therefore does not expect that its common stock will be eligible for quotation on the OTC Pink Market. Following the filing of the Form 15, shares of the Company’s common stock may continue to be quoted on the OTC Pink Market for a limited period, contingent on, among other things, market makers’ demonstrating continued interest. However, there is no assurance that trading in the Company’s common stock will continue on the OTC Pink Market or any other medium.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “intend” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. The Company’s actual results may differ materially
from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the timing of the Effective Date of the Plan, the terms of and potential transactions contemplated by the Plan and the Disclosure Statement, as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC in addition to those factors, risks and uncertainties described in more detail in the Company’s risk factors set forth in Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2019. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information Regarding the Chapter 11 Cases
Bankruptcy Court filings and other information related to the Chapter 11 Cases are or will be available at a website administered by the Company’s noticing and claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/Insys. Information contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.
About Insys Therapeutics, Inc. (NASDAQ:INSY)
Insys Therapeutics, Inc. is a commercial-stage specialty pharmaceutical company. The Company develops and commercializes supportive care products. The Company’s product Subsys, is a sublingual fentanyl spray for breakthrough cancer pain (BTCP) in opioid-tolerant patients and a single-use product that delivers fentanyl, an opioid analgesic, for transmucosal absorption underneath the tongue. The Company markets Subsys through its field sales force focused on supportive care physicians in the United States. Subsys delivers a liquid fentanyl formulation in approximately 100, 200, 400, 600, 800, 1,200 and 1,600 micrograms (mcg) dosages. The Company’s lead dronabinol product candidate is Syndros, which is under review for approval at the Food and Drug Administration. In addition, the Company is evaluating sublingual spray, inhaled and intravenous formulations of dronabinol in preclinical studies.
