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): February 26, 2007
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
(a) On February 26, 2007, in connection with its ongoing review of past stock option
practices, EPIX Pharmaceuticals, Inc. (the “Company”), together with the Audit Committee of the
Company’s Board of Directors, determined that it will need to restate its historical financial
statements to record additional non-cash charges for stock-based compensation expense related to
past stock option grants because the appropriate measurement dates for financial accounting
purposes of certain stock option grants differ from the recorded grant dates of those awards.
Accordingly, the
Company and the Audit Committee of its Board of Directors have concluded that
the financial statements and related notes and financial data for all prior periods, including all annual and
interim periods included in the Company’s most recently filed 10-K and most recently filed 10-Q, as well
as all earnings releases, press releases and similar communications issued by the Company related to those
financial statements should no longer be relied upon.
As
the Company’s review of past stock option practices is ongoing, the Company cannot at this time reasonably
estimate the amount of any such charges, the resulting tax and accounting impact, or the impact of
the review on internal controls over financial reporting. The Company does not expect that the
anticipated restatements will have any material impact on its historical revenues or cash position
for any period, other than costs associated with the Company’s review and any related tax
expenses.
The Company and the chair of the Audit Committee of the Company’s Board of Directors have
discussed the matters disclosed in this current report on Form 8-K with Ernst & Young LLP, the
Company’s independent registered public accounting firm.
Item 7.01 Regulation FD Disclosure.
On February 26, 2007, EPIX Pharmaceuticals, Inc. issued a press release, a copy of which is
being furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in this current report on Form 8-K and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
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| (d) |
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Exhibits: |
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99.1
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Press Release issued by the registrant on February 26, 2007,
furnished herewith. |