Attached files
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EX-99.1 - EX-99.1 - VION PHARMACEUTICALS INC | y02853exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) January 7, 2010
VION PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-26534 | 13-3671221 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
4 Science Park, New Haven, CT | 06511 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (203) 498-4210
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
As previously disclosed, on December 17, 2009, Vion Pharmaceuticals, Inc. (the Registrant) filed
a voluntary petition for relief under chapter 11 of title 11 of the United States Bankruptcy Code
(the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court) Case No. 09-14429 (CSS).
On January 7, 2009, the Registrant filed its unaudited initial monthly operating report (the Monthly Operating Report) with the Bankruptcy Court. A copy of the Monthly Operating Report is contained in the attached
Exhibit 99.1 and is incorporated herein by reference.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being
furnished for informational purposes only and shall not be deemed filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not
be deemed an admission as to the materiality of any information herein that is required to be
disclosed solely by Regulation FD.
Cautionary Statement Regarding Financial and Operating Data
The Registrant cautions investors and potential investors not to place undue reliance upon the
information contained in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities of the Registrant.
The Monthly Operating Report has been prepared solely for the purpose of complying with the
monthly reporting requirements of, and is in a format acceptable to, the Bankruptcy Court. The
Monthly Operating Report is limited in scope and only covers a limited time period.
The Monthly Operating Report was not audited or reviewed by independent accountants and was not
prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP). There can be no assurance that, from the perspective of an investor or a potential
investor in the Registrants securities, the Monthly Operating Report is complete. The Monthly
Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating
Report also contains information for periods which are shorter or otherwise different from those
required in the Registrants reports pursuant to the Securities Exchange Act of 1934, as amended
(the Exchange Act), and such information might not be indicative of the Registrants financial
condition or operating results for the period that would be reflected in the Registrants financial
statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly
Operating Report should not be viewed as indicative of future results.
The Monthly Operating Report and additional information about the Debtors filings under the
Bankruptcy Code, including access to court documents and other general information about the
Chapter 11 Case, are available online at the Registrants claims administration website located at
http://www.delclaims.com/caseinfo/C09-14429.html.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and its exhibit contain forward-looking statements that are subject
to certain risks and uncertainties that could cause the Registrants plans or actual results to
differ materially from those projected, including the Registrant being unsuccessful in selling its
assets or engaging in another transaction in bankruptcy, the FDA failing to approve a Special
Protocol Assessment for a Phase III randomized trial for Onrigin , the Registrant not obtaining
court approval of its motions in the Chapter 11 proceeding pursued by it from time to time, the
Registrants ability to develop, pursue, confirm and consummate one or more plans of reorganization
with respect to the Chapter 11 case, the Registrants ability to retain and compensate key
executives and other key employees, the Registrants ability to maintain relationships with its
licensor and vendors, the Registrants potential inability to obtain regulatory approval for its
products, particularly Onrigin, delays in the regulatory approval process, particularly for
Onrigin, delays or unfavorable results of drug trials, the need for additional research and
testing, including the need for a randomized trial of Onrigin prior to regulatory approval, the
inability to manufacture product, the potential inability to secure external sources of funding to
continue operations, the inability to access capital and funding on favorable terms, continued
operating losses and the inability to continue operations
as a result, and a variety of other risks set forth from time to time in the Registrants filings
with the Securities and Exchange Commission, including but not limited to the risks attendant to
the forward-looking statements included under Item 1A, Risk Factors in the Registrants Form 10-K
for the year ended December 31, 2008 and the Registrants Form 10-Q for the quarter ended September
30, 2009. The cautionary statements provided above are being made pursuant to the provisions of
the Private Securities Litigation Reform Act of 1995 (the Act ) and with the intention of
obtaining the benefits of the safe harbor provisions of the Act for any such forward-looking
statements. Except in special circumstances in which a duty to update arises under law when prior
disclosure becomes materially misleading in light of subsequent events, the Registrant does not
intend to update any of these forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit | ||
Number | Description | |
99.1
|
Vion Pharmaceuticals, Inc. Initial Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VION PHARMACEUTICALS, INC. |
||||
Date: January 7, 2010 | By: | /s/ Howard B. Johnson | ||
Name: | Howard B. Johnson | |||
Title: | President and Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION | |||
99.1 | Vion Pharmaceuticals, Inc. Initial Monthly Operating Report filed with the United States Bankruptcy
Court for the District of Delaware |