Attached files

file filename
EX-99.1 - PRESS RELEASE - Molecular Insight Pharmaceuticals, Inc.dex991.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): March 16, 2010

 

 

MOLECULAR INSIGHT PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Massachusetts   001-33284   04-0562086

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

160 Second Street, Cambridge, Massachusetts 02142

(Address of Principal Executive Offices, Including Zip Code)

(617) 492-5554

(Registrant’s Telephone Number, Including Area Code)

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On March 16, 2010, Molecular Insight Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the fourth quarter and the full fiscal year ended December 31, 2009. A copy of the press release is furnished with this report as Exhibit 99.1 to this Form 8-K.

 

Item 8.01. Other Events.

On March 16, 2010, in the same press release announcing the financial results, the Company also announced that it entered into a Limited Waiver Agreement with holders of at least a majority of the Company’s outstanding Senior Secured Floating Rate Bonds due 2012 and the Bond Indenture trustee.

As disclosed in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission earlier today, the report of the Company’s independent registered public accounting firm on the consolidated financial statements of the Company as of and for the year ended December 31, 2009 included an emphasis of a matter paragraph relating to substantial doubt about the Company’s ability to continue as a going concern. The inclusion of such a “going concern” emphasis paragraph in the independent auditors’ opinion would result in a default under the terms of the Bond Indenture that may give rise to an acceleration of the Company’s debt obligations under the Bond Indenture, unless waived by the Bond holders.

Under the terms of the Limited Waiver Agreement, the Bond holders and Bond Indenture trustee have agreed to waive the default arising from the inclusion of a “going concern” emphasis paragraph in the independent auditor’s report and other technical defaults under the Bond Indenture until 12:01 AM Eastern Standard Time on April 16, 2010, subject to earlier termination upon certain circumstances. The waiver is also subject to a number of terms and conditions relating to the Company’s provision of certain information to the Bond holders, among other conditions and matters. In the event that the waiver expires or terminates prior to the successful conclusion of the Company’s negotiations with Bond holders regarding the restructuring of the outstanding debt, then the Company will be in default of its obligations under the Bond Indenture and the Bond holders may choose to accelerate the debt obligations under the Bond Indenture and demand immediate repayment in full and seek to foreclose on the collateral supporting such obligations. If the Company’s debt obligations are accelerated or are not restructured on acceptable terms, it is likely the Company will be unable to repay such obligations and may seek protection under the U.S. Bankruptcy Code or similar relief.

Exhibits 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits. The following exhibit is furnished pursuant to Items 2.02 and 8.01:

 

99.1    Press Release of Molecular Insight Pharmaceuticals, Inc., dated March 16, 2010.


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, on the 16th day of March, 2010.

 

MOLECULAR INSIGHT PHARMACEUTICALS, INC.
By:  

/s/ Charles H. Abdalian, Jr.

  Name: Charles H. Abdalian, Jr.
  Title: Chief Financial Officer


Exhibit Index to Current Report on Form 8-K

 

Exhibit

Number

  

Exhibit Description

99.1    Press Release of Molecular Insight Pharmaceuticals, Inc., dated March 16, 2010.