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"). Also as previously disclosed, on
July 2, 2019, the Bankruptcy Court entered an order that, among other things,
established bidding procedures to sell substantially all of the Debtors' assets
in accordance with Section 363 of the Bankruptcy Code ("Section 363").
On December 20, 2019, the Company filed its monthly operating report for the
period beginning October 1, 2019 and ending October 31, 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. The
information set forth in Item 7.01 of 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 of 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.
Item 8.01Other Events
As previously disclosed, on December 2, 2019, the Company entered into an Asset
Purchase Agreement (the "Renaissance Purchase Agreement") with Renaissance
Lakewood, LLC, a Delaware limited liability company ("Renaissance"), pursuant to
which the Company agreed to sell, transfer and assign to Renaissance, pursuant
to Section 363, certain equipment and related records, in consideration for a
purchase price of $275,000 in cash payable at the closing of the transaction. On
December 16, 2019, the Bankruptcy Court approved an order authorizing the sale
contemplated by the Renaissance Purchase Agreement. On December 19, 2019, the
Company consummated the transactions contemplated by the Renaissance Purchase
Agreement.
Also as previously disclosed, on September 25, 2019, the Company entered into an
Asset Purchase Agreement (the "Pharmbio Purchase Agreement") with Pharmbio
Korea, Inc., a company organized under the laws of the Republic of Korea
("Pharmbio"), pursuant to which the Company agreed to sell, transfer and assign
to Pharmbio, pursuant to Section 363, specified intellectual property, including
patents and rights to the Assigned Marks (as such term is defined in the
Pharmbio Purchase Agreement), records and certain other assets related to all
strengths, doses and formulations in the Republic of Korea, Japan, China,
Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore,
Thailand, Timor-Leste, and Vietnam of the Company's Subsys® (fentanyl sublingual
spray) product, in consideration for a purchase price of $1,200,000 in cash
payable at the closing of the transaction. On October 16, 2019, the Bankruptcy
Court approved an order authorizing the sale contemplated by the Pharmbio
Purchase Agreement. On December 20, 2019, the Company consummated the
transactions contemplated by the Pharmbio Purchase Agreement.
The foregoing descriptions of the Renaissance Purchase Agreement and the
Pharmbio Purchase Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, respectively, the full text of the
Renaissance Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company with the U.S. Securities and
Exchange Commission (the "SEC") on December 3, 2019, and the Pharmbio Purchase
Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company with the SEC on September 26, 2019, both of which
are incorporated herein by reference.
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. It is unlikely that holders of the Company's
common stock will receive any recovery on account of such securities.
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,"
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"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 Second
Amended Plan and the Second Amended Disclosure Statement, the anticipated
mailing date of the solicitation materials concerning the Second Amended Plan,
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 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 October 1, 2019
through October 31, 2019, filed with the United States Bankruptcy Court
for the District of Delaware
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