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 11 of the United States
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court").
On February 5, 2020, the Company filed its monthly operating for the period
beginning November 1, 2019 and ending November 30, 2019 (the "Monthly Operating
Report") with the Bankruptcy Court. The Monthly Operating Report is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the exhibit hereto) will not be deemed an
admission as to the materiality of any information required to be disclosed
solely by Regulation FD.
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 Exhibit 99.1, 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, or
the Exchange Act, except as expressly set forth by specific reference in such
filing.
Cautionary Statements Regarding Trading in the Company's Securities
The Company cautions that trading in the Company's securities during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by holders of the Company's
securities in the Chapter 11 Cases. As previously disclosed, on the effective
date of the Second Amended Joint Chapter 11 Plan of Liquidation of Insys
Therapeutics, Inc. and Its Affiliated Debtors that was confirmed by the
Bankruptcy Court on January 16, 2020 (as further amended, supplemented or
modified in accordance with its terms, the "Plan"), all existing shares of the
Company's common stock will be cancelled.
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 terms of and potential transactions
contemplated by the Plan and the related disclosure statement, 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, 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; uncertainty associated with the Company's ability to complete
the sale of its remaining 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 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Monthly Operating Report, for the period covering November 1, 2019
through November 30, 2019, filed with the United States Bankruptcy
Court for the District of Delaware
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