- Amended Quarterly Report (10-Q/A)
March 10 2010 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number 001-33284
MOLECULAR INSIGHT PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Massachusetts
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04-0562086
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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160 Second Street, Cambridge, Massachusetts
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (617) 492-5554
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. YES
x
NO
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). YES
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NO
x
The number of shares outstanding of the registrants common stock as of November 4, 2009 was 25,268,327.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). YES
¨
NO
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
Molecular Insight Pharmaceuticals, Inc. (the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009 (the Original Quarterly Report) as an exhibit-only filing. The Company is filing this Amendment No. 1 to the Original Quarterly Report (From 10-Q/A) for the sole
purpose of re-filing Exhibits 10.3, 10.4, 10.5 and 10.6 thereto originally filed on November 9, 2009 by adding exhibits and schedules to those exhibits, in response to a comment received from the Securities and Exchange Commission in
connection with a request for confidential treatment of portions of such exhibits and schedules. The Company has made no other changes to the previously filed Original Quarterly Report.
This Amendment does not reflect events occurring after the filing of the Original Quarterly Report or modify or update those disclosures
affected by subsequent events. Except as described above, no other modifications or changes have been made to the Original Quarterly Report as originally filed. Other events occurring after the filing of the Original Quarterly Report or other
disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of the Original Quarterly Report.
PART II OTHER INFORMATION
See Exhibit
Index on the page immediately preceding the exhibits for a list of the exhibits filed as a part of this Form 10-Q/A, which is incorporated by reference.
2
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 thereunto duly authorized.
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MOLECULAR INSIGHT PHARMACEUTICALS, INC.
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Date: March 10, 2010
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By:
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/
S
/ D
ANIEL
L. P
ETERS
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Daniel L. Peters
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President and Chief Executive Officer
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Date: March 10, 2010
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By:
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S
/ C
HARLES
H. A
BDALIAN
,
J
R
.
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Charles H. Abdalian, Jr.
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Senior Vice President and Chief Financial Officer
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3
Exhibit Index
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Exhibit
Number
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Description of Exhibit
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4.1*
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Form of Common Stock
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10.1*
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Inducement Grant Option Award Agreement, between Molecular Insight Pharmaceuticals, Inc. and Daniel L. Peters, dated August 11, 2009 (
incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on August 11, 2009
)
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10.2*
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Severance Agreement by and between Molecular Insight Pharmaceuticals, Inc. and Donald E. Wallroth, effective September 2, 2009 (
incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on September 4, 2009
)
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10.3
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Azedra Commercial Facility and Supply Agreement, dated August 6, 2009, by and between Molecular Insight Pharmaceuticals, Inc. and MDS Nordion, a division of MDS (Canada),
Inc.
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10.4
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Territory License Agreement, dated September 1, 2009, by and between Molecular Insight Pharmaceuticals, Inc. and BioMedica Life Sciences, S.A.
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10.5
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Supply Agreement, dated October 19, 2009, by and between Molecular Insight Pharmaceuticals, Inc. and BioMedica Life Sciences, S.A.
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10.6
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Facility Setup and Contract Manufacturing Agreement, dated October 20, 2009, by and between Molecular Insight Pharmaceuticals, Inc. and Eckert & Ziegler Nuclitec
GmbH.
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31.1
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Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
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31.2
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Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
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32
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Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Portions of this exhibit have been omitted and are being filed separately with the Secretary of the Securities and Exchange Commission pursuant to a confidential
treatment request.
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*
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Previously filed with the Original Quarterly Report on November 9, 2009.
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