$INSY Form 8-K

Item 2.02 Results of Operations and Financial Condition.On May 7, 2015, Insys Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2015. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, Item 8.01 below 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 8.01 Other Events.On May 5, 2015, the Board of Directors of the Company declared a two-for-one forward stock split to be effected in the form of a stock dividend on the Company’s common stock, par value $0.01 per share (“Common Stock”). The forward stock split will result in one (1) additional share of Common Stock being issued for each share of Common Stock owned by the Company’s stockholders as of May 26, 2015, the record date for the forward stock split. The Company anticipates that the forward stock split will be completed and take effect on The NASDAQ Global Market LLC on or about June 5, 2015, the distribution date for the forward stock split. Appropriate and proportionate adjustments will be made to each of the Insys Therapeutics, Inc. 2013 Equity Incentive Plan, the Insys Therapeutics, Inc. Amended and Restated Equity Incentive Plan, and the Neopharm, Inc. 2006 Equity Incentive Plan, as amended (collectively, the “Equity Plans”), and the Insys Therapeutics, Inc. 2013 Employee Stock Purchase Plan, as amended (the “2013 ESPP”), with appropriate and proportionate adjustments also being made to any outstanding awards under the Equity Plans and to any outstanding offerings or purchase rights under the 2013 ESPP. An adjustment will also be made under the Rights Agreement dated as of August 15, 2014 between the Company and Computershare Trust Company, N.A.

The Company announced the forward stock split in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated May 7, 2015

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