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): January 1630, 2020

Insys Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35902	51-0327886
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
410 S. Benson Lane Chandler, Arizona		85224
3100 West Ray Road Ste. 201 Chandler, Arizona		85226
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (480) 500-3127

~~Not~~410 ~~Applicable~~S. Benson Lane

Chandler, Arizona 85224

(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 Instructions 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))

Securities registered or to be registered pursuant to Section 12(b) of the Act.*

Title Of Each Class		Trading Symbol	Name Of Each Exchange On Which Registered
Common Stock, $0.01 Par Value Per Share		INSYQ	N/A

* On June 24, 2019, a Form 25 relating to the delisting and deregistration under Section 12(b) of the Act of the registrant’s common stock was filed by The Nasdaq Stock Market LLC. The registrant’s common stock trades on the OTC Pink Sheets Market.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.~~01Regulation~~01Entry FDinto ~~Disclosure~~a Material Definitive Agreement

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.

InAs ~~connection~~previously ~~with~~disclosed, ~~the~~on ~~Chapter~~October 1131, ~~Cases~~2019, the Company and Benuvia Therapeutics Inc. (then known as ~~previously~~Chilion ~~disclosed~~Group Holdings US, onInc.) ~~November~~(“Benuvia”) 29entered into a Transition Services Agreement (as amended, ~~2019~~modified and/or supplemented from time to time, the ~~Debtors~~“Transition ~~filed~~Services Agreement”), pursuant to which the ~~Second~~Company ~~Amended~~agreed ~~Joint~~to ~~Chapter~~make 11available ~~Plan~~to Benuvia (or its affiliates or designee(s)) certain employees of ~~Liquidation~~the Company and/or its affiliates (the “Employees”) for the purpose of ~~Insys~~providing ~~Therapeutics,~~certain ~~Inc~~transition services in consideration for Benuvia’s payment to the Company or its designee(s) of fees at the Company’s cost plus a seven and one-half percent (7.5%) mark-up. The term of the Transition Services Agreement commenced on October 31, 2019 and ~~Its~~was ~~Affiliated~~to ~~Debtors~~continue ~~(as~~through ~~further~~December ~~amended~~31, ~~supplemented~~2019, unless earlier terminated or ~~modified~~extended in accordance with ~~its~~the terms of the Transition Services Agreement. Also as previously disclosed, on December 30, 2019, the ~~“Plan”)~~Company and ~~the~~Benuvia ~~related~~entered ~~disclosure~~into ~~statement~~an Amendment to Transition Services Agreement (the “~~Disclosure~~TSA ~~Statement~~Amendment”), ~~with~~which amended the ~~Bankruptcy~~Transition ~~Court. The~~Services ~~Disclosure~~Agreement ~~Statement~~to, ~~was~~among ~~approved~~other bythings, extend the ~~Bankruptcy~~term ~~Court~~of onthe ~~December~~Transition 4,Services ~~2019. Capitalized~~Agreement ~~terms~~to ~~used~~continue ~~but~~through ~~not~~January ~~otherwise~~31, ~~defined~~2020 inand ~~this~~provide ~~Current~~that ~~Report~~Benuvia onwould ~~Form~~be ~~8-K~~solely ~~have~~responsible ~~the~~for ~~meanings~~all ~~ascribed~~costs toand ~~them~~expenses inassociated with the ~~Plan~~Employees.

On January 1630, 2020, the ~~Bankruptcy~~Company ~~Court~~and Benuvia entered aninto ~~order~~a Second Amendment to Transition Services Agreement (the “~~Confirmation~~Second ~~Order~~TSA Amendment”), ~~confirming~~which amends the ~~Plan.~~Transition AServices ~~summary~~Agreement to, among other things, further extend the term of the ~~treatment~~Transition Services Agreement to continue through the earlier of: ~~certain~~(i) ~~stakeholders~~the date on which all powers of attorney that are required for Benuvia to operate under the Company’s existing manufacturing and ~~its~~analytical ~~assets~~laboratory ~~pursuant~~registrations issued by the Drug Enforcement Administration and applicable state agencies, including those related to the ~~Plan~~Round Rock and Ellis facilities leased by Benuvia, have been duly executed and have become effective, and (ii) the date on which Benuvia has obtained all necessary approvals from governmental entities, including the Drug Enforcement Administration and applicable state agencies, and third-party providers, unless the Transition Services Agreement is ~~summarized~~earlier ~~below~~terminated in accordance with its terms. The Second TSA Amendment also provides that Benuvia continues to be solely responsible for all costs and expenses associated with the Employees.

~~Following~~The ~~the~~foregoing ~~effectiveness~~descriptions of ~~Plan,~~ the ~~Plan~~Transition ~~provides~~Services ~~for~~Agreement, the ~~establishment~~TSA ofAmendment ~~cash reserves to satisfy administrative expenses of the Debtors~~ and ~~other claims entitled to priority under~~ the ~~Bankruptcy~~Second ~~Code,~~TSA ~~and~~Amendment ~~the~~do ~~Company’s~~not ~~remaining~~purport ~~assets~~ to be ~~placed~~complete ~~in two liquidating trusts free~~ and ~~clear~~are ofsubject ~~claims~~to, and ~~interests.~~qualified ~~One~~in ~~liquidating~~their ~~trust~~entirety ~~will~~by ~~hold~~reference ~~the Company’s assets related~~ to, ~~product liability insurance~~respectively, ~~and~~ the ~~other~~full ~~will~~text ~~hold~~of ~~all~~the ~~other~~Transition ~~Company~~Services ~~assets.~~Agreement ~~The~~filed ~~liquidating~~as ~~trusts~~Exhibit ~~will~~2.1 ~~undertake~~to the ~~final~~Current ~~liquidation~~Report ofon ~~the~~Form ~~Company’s~~8-K ~~assets~~that ~~and,~~was ~~administration~~filed ~~and~~with ~~reconciliation of all claims against~~ the ~~Company,~~U.S. ~~including~~Securities ~~any~~and ~~distributions~~Exchange toCommission ~~claim~~(the ~~holders.~~“SEC”) ~~The~~on ~~Plan~~November ~~further~~4, ~~provides that~~2019, on the ~~Effective~~TSA ~~Date,~~Amendment ~~the~~filed ~~shares~~as ofExhibit ~~common~~2.1 ~~stock~~to of the ~~Company~~Current ~~will~~Report beon ~~canceled~~Form ~~for~~8-K nothat ~~consideration,~~was ~~one~~filed ~~new~~with ~~share of common stock of~~ the ~~parent~~SEC ~~entity~~on ~~will~~January be6, ~~issued to one of the liquidating trusts~~2020, and ~~for~~ the ~~dissolution~~Second ofTSA ~~the~~Amendment ~~Company~~attached ~~and~~hereto ~~its~~as ~~subsidiaries~~Exhibit ~~after~~2.1, all ~~transfers~~ of ~~the~~which ~~Company’s~~are ~~assets~~incorporated toherein ~~the~~by ~~liquidating trusts have been consummated~~reference.

The foregoing descriptions of the Plan and the Confirmation Order do not purport to be complete are subject to, and qualified in their entirety by reference to, the full text of the Confirmation Order and the Plan (annexed to the Confirmation Order as Exhibit A) available at a website administered by the Company’s noticing and claims agent, Epiq Corporate Restructuring, LLC (“Epiq”), at https://dm.epiq11.com/Insys.

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.

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 ~~noted~~previously ~~above~~disclosed, on the ~~Effective~~effective ~~Date~~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 ~~U.S.~~SEC ~~Securities~~in addition to those factors, risks and ~~Exchange~~uncertainties ~~Commission~~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.

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.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

2.1	Second Amendment to Transition Services Agreement, dated as of January 30, 2020, by and between Benuvia Therapeutics Inc. and Insys Therapeutics, Inc.

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.

Date: February 5, 2020

Insys Therapeutics, Inc.

By: /s/ Andrece Housley

Name: Andrece Housley

Title: Chief Financial Officer

Date: January 17, 2020

Insys Therapeutics, Inc.

/s/ Andrece Housley

Andrece Housley

Chief Financial Officer

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