Item 7.01Regulation FD Disclosure.
As previously disclosed, on June 10, 2019, Insys Therapeutics, Inc. (the
"Company") and its subsidiaries (collectively, the "Debtors") filed voluntary
petitions (the "Bankruptcy Petitions," and the cases commenced thereby, the
"Chapter 11 Cases") for relief under chapter 11 of title 11of the United States
Code in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court").
On November 14, 2019, the Debtors filed the Amended Joint Chapter 11 Plan
Liquidation of Insys Therapeutics, Inc. and Its Affiliated Debtors (the "Amended
Plan") and the related disclosure statement (the "Amended Disclosure Statement")
with the Bankruptcy Court. The Amended Plan and Amended Disclosure Statement are
subject to approval by the Bankruptcy Court. The Amended Plan and the Amended
Disclosure Statement amend the initial plan and the disclosure statement, which
were filed with the Bankruptcy Court on September 17, 2019.
A hearing to consider approval of the Amended Disclosure Statement is scheduled
to be held before the Bankruptcy Court on November 21, 2019 at 1:00 p.m.
(Eastern Time). The Debtors intend to proceed expeditiously to commence the
mailing of ballots and other solicitation materials (the "Solicitation
Materials") concerning the Amended Plan upon the Bankruptcy Court's approval of
the Amended Disclosure Statement. There can be no assurance that the Debtors'
stakeholders will accept the Amended Plan or that the Bankruptcy Court will
approve the Amended Disclosure Statement or confirm the Amended Plan.
The Amended Plan and the Amended Disclosure Statement amend the previously filed
plan and disclosure statement, respectively, to incorporate and describe, among
other things, a pro rata distribution structure that provides for distributions
to allowed claims in accordance with a plan distribution formula that estimates
each overall class of claims. The Amended Plan and Amended Disclosure Statement
also incorporate a new convenience class and provides for the administration of
class proofs of claims filed by representatives within plan classes.
The Amended Plan will become effective if the Amended Plan receives the
requisite approval from holders of claims, the Bankruptcy Court enters an order
confirming the Amended Plan, and the conditions to the effectiveness of the
Amended Plan, as stated therein, are satisfied or waived in accordance with the
terms of the Amended Plan. Following the effectiveness of the Amended Plan, the
Amended Plan provides for the establishment of cash reserves to satisfy
administrative expenses of the Debtors and other claims entitled to priority
under the Bankruptcy Codes, and the Company's remaining assets to be placed in
two liquidating trusts free and clear of claims and interests. One liquidating
trust will hold the Company's assets related to product liability insurance, and
the other will hold all other Company assets. The liquidating trusts will
undertake the final liquidation of the Company's assets and, administration and
reconciliation of all claims against the Company, including any distributions to
claim holders. The Amended Plan further provides for the shares of common stock
of the Company to be canceled for no consideration, for one new share of common
stock of the parent entity to be issued to one of the liquidating trusts, and
for the dissolution of the Company and its subsidiaries after all transfers of
the Company's assets to the liquidating trusts have been consummated.
The Amended Plan and the Amended Disclosure Statement, as well as 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 Bankruptcy Solutions LLC, at https://dm.epiq11.com/Insys. The
Solicitation Materials will also be available at https://dm.epiq11.com/Insys.
This Current Report on Form 8-K is not intended to be, nor should it be
construed as, a solicitation for a vote on the Amended Plan.
The foregoing description of the Amended Plan and Amended Disclosure Statement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Amended Plan and Amended Disclosure Statement, copies of
which are filed as Exhibit 99.1 and 99.2 hereto and are incorporated herein by
reference.
In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 pursuant to this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any registration statement or other
document filed by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Cautionary Statements Regarding Forward-Looking Information
This 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
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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 terms of and potential transactions
contemplated by the Amended Plan and Amended Disclosure Statement, the
anticipated mailing date of the Solicitation Materials, the Company's ability to
obtain Bankruptcy Court approval with respect to motions in the Chapter 11
Cases, the effects of the Chapter 11 Cases on the Company and on the interests
of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and
the outcome of the Chapter 11 Cases in general, the length of time the Company
will operate under the Chapter 11 Cases, risks associated with third-party
motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11
Cases on the Company's liquidity or results of operations and increased legal
and other professional costs necessary to execute the Company's reorganization;
the effects of disruption from the Chapter 11 Cases making it more difficult to
maintain business and operational relationships, to retain key executives and to
maintain various licenses and approvals necessary for the Company to conduct its
business; uncertainty associated with the Company's ability to complete the sale
of its assets as contemplated by the Bankruptcy Petitions; trading price and
volatility of the Company's common stock 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 Securities and Exchange Commission (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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Amended Joint Chapter 11 Plan of Liquidation of Insys Therapeutics,
Inc. and Its Affiliated Debtors, dated November 14, 2019
99.2 Disclosure Statement for Amended Joint Chapter 11 Plan of Liquidation
of Insys Therapeutics, Inc. and Its Affiliated Debtors, dated November
14, 2019.
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