8-K

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 15, 2017

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 No.)	(IRS Employer Identification No.)

1333 S. Spectrum Blvd, Suite 100

Chandler, Arizona 85286

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (602) 910-2617

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.):

☐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 2.02Results of Operations and Financial Condition.

On March 15, 2017, Insys Therapeutics, Inc. (the “Company”) issued a press release announcing a delay in providing its fourth quarter and full year 2016 financial results and also providing estimated net sales for the fourth quarter of 2016. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 15, 2017

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: March 15, 2017	Insys Therapeutics, Inc.
	By:	/s/ Darryl S. Baker
		Darryl S. Baker
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.        Description

99.1         Press Release dated March 15, 2017

EX-99.1

Exhibit 99.1

Insys Therapeutics Announces Delay in the Release of its Fourth Quarter and Full Year 2016 Results

-- Fourth Quarter 2016 Net Sales Estimated at $54 million --

PHOENIX, March 15, 2017 (GLOBE NEWSWIRE) -- Insys Therapeutics, Inc. (NASDAQ:INSY) (“Insys” or “the Company”) today announced that the Company will delay the release of its financial results for the fourth quarter and full year 2016.  The Audit Committee of the Company’s Board of Directors has been conducting an independent review of the Company’s processes related to estimation of, and increases to, certain sales allowances recorded during 2016, with a potential reduction of 2015 net revenue and pre-tax income not expected to exceed $5 million, as well as extended payment terms offered to certain customers during the third quarter of 2016.

As a result of the review, which is on-going, the Company does not expect to announce its fourth quarter and full year 2016 financial results on March 16, 2017, as previously planned.  The Company has filed a notification of late filing on Form 12b-25 with the Securities and Exchange Commission to obtain an automatic 15-day extension of the filing deadline for its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.  Based upon available information, the Company expects that it will be able to complete the preparation and filing of the Form 10-K within the extension period.

The Company and the Audit Committee are working diligently to complete their review and the Company will make a further announcement regarding updated timing of its release of financial results and a related conference call once the review is completed.

The Company estimates that its net sales during the quarter ended December 31, 2016 were approximately $54 million.  The Company’s estimate of net sales during the fourth quarter of 2016 is preliminary and unaudited and is subject to completion of financial closing procedures and the audit of the Company’s 2016 financial results. Consequently, this estimate amount may differ from the amount that will be reflected in the Company’s audited consolidated financial statements for the quarter and year ended December 31, 2016.

About Insys Therapeutics, Inc.

Insys Therapeutics is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve the quality of life of patients. Using proprietary sublingual spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intending to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys currently markets one product, SUBSYS® (fentanyl sublingual spray) but has received approval for the marketing of SYNDROS™ (dronabinol oral solution), a proprietary, orally

administered liquid formulation of dronabinol that Insys believes has distinct advantages over the current formulation of dronabinol in soft gel capsule.  Insys is committed to developing medications for potentially treating addiction to opioids, opioid overdose, epilepsy, and other disease areas with high unmet need. SUBSYS® and SYNDROS™ are trademarks of Insys Development Company, Inc., a subsidiary of Insys Therapeutics, Inc.

Forward-Looking Statements This press release contains forward-looking statements, including statements regarding the on-going review of accounting issues by the Company’s Audit Committee, the potential impact of such review, including to the Company’s prior financial results, the timing of the Company’s release of its fourth quarter and full year 2016 financial results and filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the Company’s estimated net sales during the fourth quarter of 2016. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release, and actual results may differ materially from those in these forward-looking statements as a result of various factors, many of which are beyond our control, including the fact that the review of accounting issues may result in conclusions and impacts that are different than we currently expect, that the completion of the review may take longer than currently anticipated and that the completion of the Company’s year-end closing procedures and audit may result in differences in the Company’s estimated net sales during the fourth quarter of 2016. For a description of these risks facing the Company, please see the risk factors described in our filings with the United States Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and any subsequent updates that may occur in our Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise these statements, except as may be required by law.

Contact:

Lisa M. Wilson

T: 212-452-2793

E: INSYS@insysrx.com