Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-150788
PROSPECTUS
4,325,416 Shares
Common Stock
This Prospectus covers a total of up to 4,325,416 shares of
our common stock, $0.01 par value per share that may be
offered from time to time by the selling stockholders named in
this Prospectus. The shares being offered by this Prospectus
consist of up to 4,030,543 outstanding shares held by the
selling stockholders and another 294,873 shares issuable
upon the exercise of certain warrants held by the selling
stockholders. The foregoing shares of our common stock and
warrants for the purchase of common stock were acquired by the
selling stockholders in private placements by us that closed in
March of 2004, March of 2005 and September of 2006.
We are registering these shares of our common stock for resale
by the selling stockholders named in this Prospectus, or their
transferees, pledgees, donees or successors, pursuant to certain
registration rights. We will not receive any proceeds from the
sale of these shares by the selling stockholders. These shares
are being registered to permit the selling stockholders to sell
shares from time to time, in amounts, at prices, and on terms
determined at the time of sale, but the registration of these
shares of common stock does not necessarily mean that any of the
shares will be offered or sold by the selling stockholders. The
selling stockholders may sell their shares of common stock
through ordinary brokerage transactions, directly to market
makers of our shares or through any other means described in the
section entitled Plan of Distribution beginning on
page 8. We are paying substantially all expenses incidental
to the registration of these shares.
Our common stock is traded on the NASDAQ Global Market under the
symbol MIPI. On May 5, 2008, the last reported
sale price of our common stock was $7.77 per share. Prospective
purchasers of our common stock are urged to obtain current
information as to the market price of our common stock.
Investing in our common stock involves substantial risks.
Accordingly, you should review carefully the risks and
uncertainties described under the heading Risk
Factors beginning on page 5 of this Prospectus, and
any other similar headings in the other documents that are filed
by us with the United Stated Securities and Exchange Commission
and incorporated by reference into this Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the sale of
these securities or passed upon the adequacy or accuracy of this
Prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is June 16, 2008.
TABLE OF
CONTENTS
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ABOUT
THIS PROSPECTUS
Unless the context requires otherwise, in this Prospectus, we
use the terms Molecular, our company,
we, us, our and similar references
to refer to Molecular Insight Pharmaceuticals, Inc. and its
subsidiaries.
This Prospectus is a part of the registration statement that we
filed with the Securities and Exchange Commission. The selling
stockholders named in this Prospectus may from time to time sell
the securities described in the Prospectus. You should read this
Prospectus together with the more detailed information regarding
our company, our common stock, and our financial statements and
notes to those statements that appear elsewhere in this
Prospectus and any applicable prospectus supplement together
with the additional information that we incorporate into this
Prospectus by reference, which we describe under the heading
Incorporation of Certain Documents By Reference.
You should rely only on the information contained in, or
incorporated by reference in, this Prospectus and in any
accompanying prospectus supplement. We have not authorized
anyone to provide you with information different from that
contained in, or incorporated by reference in, this Prospectus.
You should not assume that the information in this Prospectus or
any prospectus supplement is accurate as of any date other than
the date on the front of those documents or that any document
incorporated by reference is accurate as of any date other than
its filing date. You should not consider this Prospectus to be
an offer or solicitation relating to the securities in any
jurisdiction in which such an offer or solicitation relating to
the securities is not authorized. Furthermore, you should not
consider this Prospectus to be an offer or solicitation relating
to the securities if the person making the offer or solicitation
is not qualified to do so, or if it is unlawful for you to
receive such an offer or solicitation.
MOLECULAR
INSIGHT PHARMACEUTICALS, INC.
The Securities and Exchange Commission, or SEC, allows us to
incorporate by reference certain information that we
file with it, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part
of this Prospectus, and information that we file later with the
SEC will automatically update, supplement
and/or
supersede the information in this Prospectus. Any statement
contained in a document incorporated or deemed to be
incorporated by reference into this Prospectus shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in
any other document which also is or is deemed to be incorporated
by reference into this Prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. You should read the
following summary together with the more detailed information
regarding our company, our common stock and our financial
statements and notes to those statements appearing elsewhere in
this Prospectus or incorporated herein by reference.
Overview
We are a biopharmaceutical company specializing in the emerging
field of molecular medicine, applying innovations in the
identification and targeting of disease at the molecular level
to improve patient healthcare by addressing significant unmet
medical needs. We are focused on discovering, developing and
commercializing innovative and targeted radiotherapeutics and
molecular imaging pharmaceuticals with initial applications in
the areas of oncology and cardiology. Radiotherapeutics are
radioactive drugs, or radiopharmaceuticals, that are
systemically administered and selectively target cancer cells to
deliver radiation for therapeutic benefit. This ability to
selectively target cancer cells allows therapeutic radiation to
be delivered to tumors while minimizing radiation exposure to
normal tissues. Our molecular imaging pharmaceuticals are also
used as radiopharmaceuticals that enable early detection of
disease through the visualization of subtle changes in
biochemical and biological processes. In 2007, we purchased a
specialized 80,000 square foot manufacturing facility in
Denton, Texas for the purpose of manufacturing commercial grade
finished product.
We currently have one clinical-stage molecular imaging
pharmaceutical product candidate, Zemiva, and two clinical-stage
radiotherapeutic product candidates, Azedra, which has Orphan
Drug status and a Fast Track designation by the U.S. Food
and Drug Administration, or FDA, and Onalta, which has Orphan
Drug status. We are developing additional product candidates
which utilize our proprietary technologies in
radiopharmaceuticals area, including our Ultratrace technology
and Single Amino Acid Chelate, or SAAC, technology. Using our
proprietary technologies, we have identified potential
candidates that may be useful in the detection or treatment of
prostate cancer, heart failure and neurodegenerative disease,
which is a disease characterized by the gradual and progressive
loss of nerve cells. Additionally, several other indications
relating to the future development for Zemiva have been
identified, such as detection of diabetes, chronic kidney
disease and heart failure.
Our radiotherapeutic product candidates, Azedra and Onalta, are
being developed as treatments for various neuroendocrine tumors.
Azedra is designated as a Fast Track drug by the FDA. Both
product candidates are designated as Orphan Drugs by the FDA and
are being developed to serve a patient population where
currently there are no approved therapies for reducing tumor
size. Orphan Drug status is designed to facilitate the
development of new therapies for rare diseases or conditions,
those which generally affect fewer than 200,000 individuals in
the United States. Additional criteria include the ability of a
product to address a medical need where there are no other
treatment options or to provide a significant benefit over other
therapies.
The initial target market for Azedra is for the treatment of
metastatic neuroendocrine tumors, such as pheochromocytoma,
carcinoid and neuroblastoma, which are not amenable to treatment
with surgery or conventional chemotherapy. Metastatic tumors are
tumors that have spread to other organs or parts of the body. We
intend to develop Azedra for the treatment of pheochromocytoma
and carcinoid in adults and for neuroblastoma in children.
1
The initial target market for Onalta is for the treatment of
metastatic carcinoid and pancreatic neuroendocrine tumors in
patients whose symptoms are not controlled by somatostatin
analog therapy. Somatostatin is a hormone distributed throughout
the body that acts as a regulator of endocrine and nervous
system function by inhibiting the secretion of several other
hormones such as growth hormones, insulin and gastrin.
Somatostatin analog therapy (or octreotide or sandostatin) is
used to alleviate the symptoms associated with carcinoid
syndrome, however, patients become refractory to the treatment
after an average duration of effect of six months. Once
refractory, there currently are no approved treatment options
available to alleviate carcinoid syndrome symptoms.
Zemiva is our lead molecular imaging pharmaceutical product
candidate under development for the diagnosis of cardiac
ischemia, or insufficient blood flow to the heart. Zemiva is our
brand name for I-123-BMIPP or iodofiltic acid I-123, which has
been commercially available in Japan and used in the non-acute
setting under the name Cardiodine for over ten years. Cardiodine
has been the subject of over 200 peer-review articles and we
understand it has been used in over 500,000 patients. The
initial target market for Zemiva is for the diagnosis of cardiac
ischemia in the emergency department setting. A second target
market for Zemiva is for the diagnosis of coronary disease in
the non-acute setting.
In addition to Azedra, Onalta and Zemiva, we are developing a
portfolio of product candidates for oncological molecular
imaging and targeted radiotherapy as well as cardiovascular
molecular imaging using our proprietary technologies. Applied
independently and in combination, these technologies enable the
development of innovative and targeted molecular
radiotherapeutics and molecular imaging pharmaceuticals that use
both small molecules and peptides.
On February 7, 2007, we completed an initial public
offering of 5,000,000 shares of its common stock at a
public offering price of $14.00 per share. Net proceeds to us
were approximately $62.6 million after deducting
underwriting discounts and commissions and estimated offering
expenses totaling approximately $7.4 million. The proceeds
were primarily used to fund R&D programs, which were
$40.5 million in 2007. R&D program spending and
clinical trials for Zemiva, Azedra and Onalta constituted
$24.2 million. Funds were also used for research and
development activities for our pre-clinical new product
candidates, debt repayment as debt becomes due, and general
corporate purposes, including capital expenditures and working
capital. To date, we have used a portion of the net proceeds of
the initial public offering consistent with our previously
disclosed intentions.
On November 9, 2007, we entered into a purchase agreement
(the Purchase Agreement) pursuant to which we agreed
to sell $150,000,000 in senior secured floating rate bonds due
2012 (the Bonds) and warrants to purchase
6,021,247 shares of our common stock at $5.87 per share
(the Warrants), for the aggregate consideration of
$150,000,000. Net proceeds to us, after expenses, were
approximately $143.0 million. We intend to use the proceeds
to fund research and development activities for our product
candidates and general corporate purposes, including capital
expenditures and working capital.
The Bonds have a five-year maturity date and bear a coupon
interest rate equivalent to the three month London Inter-Bank
Offer Rate (LIBOR), plus eight percent, determined
on a quarterly basis, beginning on November 16, 2007. The
initial quarterly total interest rate was 12.8775%. The present
quarterly rate for the quarter beginning May 1, 2008 is
10.8728%. The Bonds are redeemable by us, at our option and with
a premium, beginning November 16, 2008. Upon certain events
of default, there are mandatory redemption provisions which
could accelerate the maturity of the Bonds, subject to certain
cure periods and other conditions.
We have had no revenue from product sales and have funded our
operations through the public offering and private placement of
equity securities, debt financings and government grant funding.
We have never been profitable and have incurred an accumulated
deficit of $145.2 million from inception through
December 31, 2007.
We expect to incur significant operating losses for the next
several years. From our inception through December 31,
2007, we incurred aggregate research and development costs of
more than $85,775,000. Research and development expenses
relating to our clinical and pre-clinical product candidates
will continue
2
to increase substantially. In particular, we expect to incur
increased development costs in connection with our ongoing
development efforts and clinical trials for Zemiva, Azedra,
Onalta, Solazed and Trofex. We expect general and administrative
expense to increase as we prepare for the commercialization of
our product candidates, and as we further improve corporate
administration to fulfill its responsibilities as a public
company.
We currently use Molecular
Insight
tm
,
and the Molecular Insight
Pharmaceuticals
tm
(logo) as trademarks in the United States and other countries.
We have sought trademark registration for the Molecular Insight
Pharmaceuticals
tm
logo,
Azedra
tm
,
Ultratrace
tm
,
Nanotrace
tm
,
Zemiva
tm
,
SAAC
tm
,
SAACQ
tm
,
Onalta
tm
,
Solazed
tm
,
and
Trofex
tm
,
in the United States and in countries outside the United States.
We have sought trademark registration for Molecular
Insight
tm
,
Rintara
tm
,
Unectra
tm
,
Velepin
tm
and Molecular Insight Pharmaceuticals-Pioneers in Medicine,
Partners in
Care
tm
in the United States. We cannot guarantee any of these marks
will be approved in the United States or in foreign
jurisdictions. However, we have secured registration for
AZEDRA
®
(Japan and the European Union), MOLECULAR
INSIGHT
®
(USA), MOLECULAR INSIGHT
PHARMACEUTICALS
®
(logo; European Union),
SAACQ
®
(European Union) and
ZEMIVA
®
(European Union).
We were incorporated in the Commonwealth of Massachusetts in
1997 under the name Imaging Biopharmaceuticals, Inc. and
subsequently changed our name to Biostream, Inc. in 1998, and
subsequently changed our name again to Molecular Insight
Pharmaceuticals, Inc. in 2003. Our principal executive offices
are located at 160 Second Street, Cambridge, Massachusetts,
02142, and our telephone number is
(617) 492-5554.
Our Internet site address is www.molecularinsight.com. Any
information that is included on or linked to our Internet site
is not a part of this Prospectus.
All references to years in this Prospectus, unless otherwise
noted, refer to our fiscal years, which end on December 31.
For example, a reference to 2007 or fiscal
2007 means the
12-month
period that ended December 31, 2007.
We are subject to a number of risks, which you should be aware
of before you decide to buy our common stock. These risks are
discussed more fully in the Risk Factors section of
this Prospectus.
3
The
Offering
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Securities Offered
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The resale from time to time of up to 4,030,543 shares
of common stock
currently held by the selling stockholders named herein, and the
resale from time to time of up to 294,873 shares of common
stock issuable upon the exercise of certain warrants held by the
selling stockholders named herein.
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Common Stock Outstanding as of May 5, 2008
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24,970,645 shares
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Use of Proceeds
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We will not receive any of the proceeds from the selling
stockholders sale of the shares of our common stock
covered by this Prospectus.
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Risk Factors
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Investing in shares of our common stock involves a high degree
of risk. See the Section below under the heading Risk
Factors, our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 in Item 1A
under Risk Factors and as updated in any future
filings we make with the SEC that are incorporated by reference
herein.
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Nasdaq Global Market Symbol
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MIPI
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The selling stockholders may sell the shares of our common stock
subject to this Prospectus from time to time and may also decide
not to sell all the shares they are allowed to sell under this
Prospectus. The selling stockholders will act independently in
making decisions with respect to the timing, manner and size of
each sale. Furthermore, the selling stockholders may enter into
hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares of common stock in the
course of hedging in positions they assume. The selling
stockholders may also sell shares of common stock short and
deliver shares of common stock covered by this Prospectus to
close out short positions and to return borrowed shares in
connection with such short sales. The selling stockholders may
also loan or pledge shares of common stock to broker-dealers
that in turn may sell such shares.
4
RISK
FACTORS
Investing in our common stock involves substantial risks. In
addition to other information contained in this Prospectus and
any accompanying prospectus supplement, before investing in our
common stock, you should carefully consider the risks described
under the heading Risk Factors, and under the same
or similar headings in our most recent Annual Report on
Form 10-K
and any subsequent Quarterly Reports on
Form 10-Q,
and in any other documents incorporated by reference into this
Prospectus, as updated by our future filings. These risks are
not the only ones faced by us. Without limitation, you should
carefully consider the risks noted under the caption
Forward-Looking Statements in this Prospectus.
Additional risks not known or that are presently deemed
immaterial could also materially and adversely affect our
financial condition, results of operations, our products,
business and prospects. Any of these risks might cause you to
lose all or a part of your investment.
5
FORWARD-LOOKING
STATEMENTS
This Prospectus and the documents incorporated by reference in
this Prospectus contain forward-looking statements within the
safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements contained in this
Prospectus, other than statements that are purely historical,
are forward-looking statements and are based upon
managements present expectations, objectives,
anticipations, plans, hopes, beliefs, intentions or strategies
regarding the future. We use words such as
anticipate, estimate, plan,
project, continuing,
ongoing, expect, believe,
intend, may, will,
should, could, and similar expressions
to identify forward-looking statements. Forward-looking
statements in this Prospectus include, without limitation:
(1) projections of revenue, earnings, capital structure and
other financial items; (2) statements of our plans and
objectives; (3) statements regarding the capabilities and
capacities of our business operations; (4) statements of
expected future economic performance; and (5) assumptions
underlying statements regarding us or our business. Our actual
results may differ from information contained in these
forward-looking statements for many reasons, including those
described in the section entitled Risk Factors, and
the following:
(1) difficulties in implementing new systems, integrating
acquired businesses, managing anticipated growth, and responding
to technological change;
(2) servicing our indebtedness, including our outstanding
Bonds, and increases in interest rates;
(3) possible material weaknesses in our internal controls
over financial reporting;
(4) the performance of our competitors;
(5) the availability of additional funding on acceptable
terms;
(6) our ability to meet financial covenants required by our
debt agreements;
(7) the volatility of our stock price;
(8) future sales of our common stock; and
(9) the willingness of our stockholders and directors to
approve mergers, acquisitions, and other business transactions.
Although we believe that the expectation reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
We do not intend to update any of the forward-looking statements
after the date of this Prospectus or to conform these statements
to actual results.
The risks described in this Prospectus are not the only risks
facing our Company. We do not undertake, and expressly disclaim,
any obligation to update this forward-looking information,
except as required under applicable law.
USE OF
PROCEEDS
The selling stockholders will receive all of the proceeds from
the sale of their shares of common stock offered by this
Prospectus. We will not receive any of the proceeds from the
sale of common stock by the selling stockholders.
6
SELLING
STOCKHOLDERS
On behalf of the selling stockholders named in the table below
(including their donees, pledgees, transferees or other
successors-in-interest
who receive any of the shares covered by this Prospectus), we
are registering, pursuant to the registration statement of which
this Prospectus is a part, an aggregate total of
4,325,416 shares of our common stock, which total is made
up of 4,030,543 shares of our outstanding common stock and
294,873 shares of our common stock issuable upon the
conversion of certain warrants held by the selling stockholders.
The common stock and the warrants to purchase common stock were
issued by us to the selling stockholders in private placements
that closed in March 2004, March 2005 and September 2006.
We are registering the shares being offered under this
Prospectus pursuant to an Amended and Restated Registration
Rights Agreement, dated November 16, 2007, that was entered
into between us and the selling stockholders, which is listed as
Exhibit 4.3 to a current report on
Form 8-K
filed by the Company on November 16, 2007 and is
incorporated herein by reference.
We are registering the shares to permit the selling stockholders
to offer these shares for resale from time to time. The selling
stockholders may sell all, some or none of the shares covered by
this Prospectus. All information with respect to beneficial
ownership has been furnished to us by the selling stockholders.
For more information, see the section of this Prospectus
entitled Plan of Distribution.
The table below lists the selling stockholders and information
regarding their ownership of common stock as of May 5, 2008:
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Shares Owned
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Number of Shares
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Number of Shares
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After Sale of
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Beneficially Owned
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Registered for
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Registered
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Name of Selling Stockholder
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Prior to Offering(1)
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Sale(1)
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Shares(2)(3)
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Number
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Percentage
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Cerberus Partners, L.P.
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4,009,717
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(4)(5)
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3,859,717
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(4)
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150,000
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Andrew R. Midler Family Trust 5/99
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1,785,729
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(6)
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90,429
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1,695,300
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6.8
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%
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Daniel R. Frank(7)
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139,163
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139,163
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0
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Beaver Creek Fund Ltd.
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1,824,191
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(6)(8)
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236,107
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(8)
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1,588,084
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6.4
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%
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(1)
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Includes the number of shares of common stock issued in the
private placements in March of 2004, March of 2005 and September
of 2006.
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(2)
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Assumes that the selling stockholders dispose of all the shares
of common stock covered by this Prospectus and do not acquire or
dispose of any additional shares of common stock. The selling
stockholders are not representing, however, that any of the
shares covered by this Prospectus will be offered for sale, and
the selling stockholders reserve the right to accept or reject,
in whole or in part, any proposed sale of shares.
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(3)
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The percentage of common stock beneficially owned is based on
24,970,645 shares of common stock outstanding on
May 5, 2008.
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(4)
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Includes 256,411 shares of common stock issuable upon the
conversion of warrants issued by us in March of 2005.
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(5)
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Cerberus Associates, L.L.C. is the sole general partner of
Cerberus Partners, L.P. and Stephen Feinberg is the managing
member of Cerberus Associates, L.L.C. Mr. Feinberg, through
one or more entities, possesses sole power to vote and direct
the disposition of 4,009,717 shares including all those
owned by Cerberus Partners, L.P.
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(6)
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This entity also beneficially owns shares held in the name of
the following related people or entities: Standard Pacific
Capital Holdings, LLLP, Beaver Creek Fund Ltd., Andrew
Midler and the family of Andrew Midler.
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(7)
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Daniel R. Frank is, and has been for at least the past three
years, a member of our Board of Directors.
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(8)
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Includes 38,462 shares of our common stock that are
issuable upon the exercise of warrants issued by us in September
of 2006.
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7
PLAN OF
DISTRIBUTION
The selling stockholders and any of their pledgees, donees,
transferees, assignees and
successors-in-interest
may, from time to time, sell any or all of the shares of our
common stock held by them on any stock exchange, market or
trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices.
The selling stockholders may use any one or more of the
following methods when selling shares:
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ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
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an exchange distribution in accordance with the rules of the
applicable exchange;
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privately negotiated transactions;
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short sales;
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broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The selling stockholders may also sell shares under
Rule 144 under the Securities Act, if available, rather
than under this Prospectus.
Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from the
selling stockholders (or, if any broker-dealer acts as agent for
the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these
commissions and discounts to exceed what is customary in the
types of transactions involved.
The selling stockholders may from time to time pledge or grant a
security interest in some or all of the shares owned by them
and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell
shares of our common stock from time to time under this
Prospectus, or under an amendment to this Prospectus under
Rule 424(b)(3) or other applicable provision of the
Securities Act of 1933 amending the list of selling stockholders
to include the pledgee, transferee or other successors in
interest as selling stockholders under this Prospectus.
Upon our Company being notified in writing by a selling
stockholder that any material arrangement has been entered into
with a broker-dealer for the sale of common stock through a
block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a
supplement to this Prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such selling stockholder
and of the participating broker-dealer(s), (ii) the number
of shares involved, (iii) the price at which such the
shares of common stock were sold, (iv) the commissions paid
or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or
incorporated by reference in this Prospectus, and
(vi) other facts material to the transaction. In addition,
upon our Company being notified in writing by a selling
stockholder that a donee or pledgee intends to sell more than
500 shares of common stock, a supplement to this Prospectus
will be filed if then required in accordance with applicable
securities law.
The selling stockholders also may transfer the shares of common
stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling
beneficial owners for purposes of this Prospectus.
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The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which
require the delivery to such broker-dealer or other financial
institution of shares offered by this Prospectus, which shares
such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to
reflect such transaction).
The selling stockholders and any broker-dealers or agents that
are involved in selling the shares may be deemed to be
underwriters within the meaning of the Securities
Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the
Securities Act. Discounts, concessions, commissions and similar
selling expenses, if any, that can be attributed to the sale of
shares will be paid by the selling stockholder. Each selling
stockholder has represented and warranted to us that it acquired
the securities subject to this registration statement in the
ordinary course of such selling stockholders business and,
at the time of its purchase of such securities such selling
stockholder had no agreements or understandings, directly or
indirectly, with any person to distribute any such securities.
We have advised each selling stockholder that it may not use
shares registered on this registration statement to cover short
sales of common stock made prior to the date on which this
registration statement shall have been declared effective by the
Commission. If the selling stockholder uses this Prospectus for
any sale of the common stock, they will be subject to the
prospectus delivery requirements of the Securities Act unless an
exemption therefrom is available. The selling stockholders will
be responsible to comply with the applicable provisions of the
Securities Act and the Exchange Act, and the rules and
regulations thereunder promulgated, including, without
limitation, Regulation M, as applicable to such selling
stockholders in connection with resales of their respective
shares under this registration statement.
In connection with sales of the shares of common stock or
otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers, which may in turn engage in
short sales of the shares of the common stock in the course of
the hedging in positions they assume. The selling stockholders
may also sell shares of common stock short and deliver shares of
common stock covered by this Prospectus to close out short
positions and to return borrowed shares in connection with such
short sales. The selling stockholders may also loan or pledge
shares of common stock to broker-dealers that in turn may sell
such shares.
We are required to pay all fees and expenses incident to the
registration of the shares, but we will not receive any proceeds
from the sale of the common stock. We have agreed to indemnify
the selling stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act
and state securities laws, relating to the registration of the
shares offered by this Prospectus.
DETERMINATION
OF OFFERING PRICE
This registration is being made solely to allow the selling
stockholders to offer and sell shares of our common stock to the
public. The selling stockholders may offer for resale some or
all of their shares at the time and price that they choose. On
any given day, the price per share is likely to be based on the
bid price for our common stock, as listed on the Nasdaq Global
Market on the date of sale, unless shares are sold in private
transactions. Consequently, we cannot currently make a
determination of the price at which shares offered for resale
pursuant to this Prospectus may be sold.
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LEGAL
MATTERS
The validity of the shares of common stock offered by this
Prospectus will be passed on for us by Foley & Lardner
LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from the Companys Annual Report on
Form 10-K
have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in
their report (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to the adoption of
Financial Accounting Standards Board (FASB)
Interpretation 48,
Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement
No. 109
, effective January 1, 2007) which is
incorporated herein by reference. Such financial statements have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of
the Securities Exchange Act of 1934 (the Exchange
Act), as amended. In accordance with the Exchange Act, we
file reports, proxy statements and other information with the
Securities and Exchange Commission, or SEC. You can inspect and
copy these reports, proxy statements and other information at
the Public Reference Room of the SEC at 100 F Street
NE, Washington, D.C. 20549, at prescribed rates. Please
call the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference
Room. Our SEC filings are also available on the SECs
website. The address of this site is
http://www.sec.gov.
We have filed with the SEC a registration statement (which term
includes all amendments, exhibits, and schedules thereto) on
Form S-3
under the Securities Act with respect to the shares offered by
this Prospectus. This Prospectus does not contain all the
information set forth in the registration statement because
certain information has been incorporated into the registration
statement by reference in accordance with the rules and
regulations of the SEC. Please review the documents incorporated
by reference for a more complete description of the matters to
which such documents relate. The registration statement may be
inspected at the public reference facilities maintained by the
SEC at 100 F Street NE, Washington, D.C. 20549
and is available to you on the SECs web site.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference into this
Prospectus the information we file with the SEC, which means
that we can disclose important information to you by referring
you to those documents. The information incorporated by
reference is considered to be part of this Prospectus, and
information we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the
documents listed below, any filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date we filed the registration statement of which
this Prospectus is a part and before the effective date of the
registration statement and any future filings we will make with
the SEC under those sections. We incorporate by reference the
documents listed below and any documents that we file in the
future with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and
before the completion of the offering (other than current
reports furnished under Items 2.01 or 7.01 of
Form 8-K,
unless we specify otherwise in such report):
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 (as filed with
the SEC on April 1, 2008);
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our Definitive Proxy Statement for an annual meeting of
stockholders to be held on May 12, 2008 (as filed with the
SEC on April 11, 2008);
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our quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2008 (as filed with the SEC on May 14,
2008);
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our Current Reports on
Form 8-K
filed on January 25, 2008, March 31, 2008,
April 1, 2008, May 8, 2008, May 14, 2008 and
May 21, 2008; and
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the description of our common stock contained in our
Registration Statement on
Form 8-A,
filed with the SEC on January 30, 2007, including any
amendment or reports filed for the purpose of updating this
description.
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Any statement contained in a document we incorporate by
reference will be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus (or in any
other document that is subsequently filed with the SEC and
incorporated by reference) modifies or is contrary to that
previous statement. Any statement so modified or superseded will
not be deemed a part of this Prospectus except as so modified or
superseded.
You may request a copy of these filings at no cost (other than
exhibits unless such exhibits are specifically incorporated by
reference) by writing or telephoning us at the following address
and telephone number:
Molecular
Insight Pharmaceuticals, Inc.
160 Second Street
Cambridge, Massachusetts 02142
(617) 492-5554
Attention: Chief Financial Officer
11
PROSPECTUS
4,325,416 Shares
Common Stock
June 16, 2008
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