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): ~~April~~May 285, 2011

MOLECULAR INSIGHT PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts

001-33284

04-0562086

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

160 Second Street, Cambridge, Massachusetts 02142

(Address of Principal Executive Offices, Including Zip Code)

(617) 492-5554

(Registrant’s Telephone Number, Including Area Code)

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):

¨ 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 1.~~01.~~03 ~~Entry~~Bankruptcy ~~into~~Or ~~a Material Definitive Agreement.~~Receivership

As previously reported, on December 9, 2010, Molecular Insight Pharmaceuticals, Inc. (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the District of Massachusetts (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code, Case No. 10-23355. The Company continues to operate its business and manage its properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. ~~The Company’s Chapter 11 Case is pending before the Honorable Frank J. Bailey.~~

On ~~April~~March 287, 2011, the Company ~~entered~~filed ~~into~~its aFirst ~~Senior~~Amended ~~Secured~~Plan ~~Super~~of ~~Priority~~Reorganization ~~Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”)~~ with the ~~lenders~~Bankruptcy ~~from~~Court ~~time to time party thereto~~ (the “~~Lenders~~Plan”). ~~and~~On ~~NexBank~~May 5, ~~SSB~~2011, ~~as administrative agent and collateral agent (~~the ~~“DIP~~Bankruptcy ~~Agent”).~~Court ~~Under~~held ~~the DIP Credit Agreement, the Lenders have agreed to provide the Company with~~ a ~~debtor-in-possession~~confirmation ~~financing~~hearing inand ~~the~~entered ~~form~~an oforder awhich ~~senior~~approved ~~secured~~and ~~super~~confirmed ~~priority~~the ~~term~~Plan ~~loan~~dated ~~facility~~March 23, in2011 a(with ~~principal~~technical ~~amount~~corrections) ~~of up to $10 million~~ (the “~~DIP~~Confirmation ~~Loan~~Order”) ~~to fund the Company’s financing needs during the bankruptcy proceedings~~. The ~~interest~~effective ~~rate~~ date of the ~~DIP~~Plan ~~Loan~~ is ~~17.5% per~~expected ~~annum. In connection with the DIP Loan, the Company will pay certain fees in the form of cash and warrants~~ to ~~the~~occur ~~Lenders~~on ~~and~~or ~~the~~around ~~DIP Agent~~May 20, 2011 (the ~~cash~~“Effective ~~component of which is $515,000~~Date”).

InThe ~~connection~~following ~~with~~is a summary of the ~~DIP~~material ~~Loan,~~terms onof ~~April 28,~~the ~~2011,~~Plan. This summary highlights only certain substantive provisions of the ~~Company~~Plan ~~also~~and ~~entered~~is ~~into~~not intended to be a ~~Security~~complete ~~Agreement~~description (of the ~~“Security Agreement”)~~Plan. ~~with~~This ~~NexBank,~~summary ~~SSB,~~is asqualified ~~collateral~~in ~~agent~~its (entirety by reference to the ~~“Collateral~~full ~~Agent”).~~text ~~Pursuant~~of tothe Plan and the ~~Security~~Confirmation ~~Agreement~~Order, ~~the~~which ~~Company~~are attached ~~has~~hereto ~~agreed~~as toExhibits ~~pledge~~2.1 ~~its~~and ~~rights~~10.1 torespectively, ~~certain~~and ~~collateral~~incorporated toby ~~the~~reference ~~Collateral~~herein. ~~Agent~~All ascapitalized ~~security~~terms ~~for~~used ~~the obligations~~herein ofbut ~~the~~not ~~Company~~otherwise ~~under~~defined in this Current Report on Form 8-K have the ~~DIP~~meanings ~~Facility~~set forth in the Plan.

APlan ~~form~~ of ~~the~~Reorganization DIP Credit Agreement was filed with the Bankruptcy Court on April 5, 2011. A copy of the DIP Credit Agreement and a copy of the Security Agreement are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

The ~~DIP~~material ~~Loan~~terms ~~is subject to a number~~ of ~~conditions and covenants of~~ the ~~Company,~~confirmed asPlan ~~well~~include ~~as certain bankruptcy-related preconditions, including~~ the ~~entry~~following: of certain final orders by the Bankruptcy Court incorporating, among other items, a confirmation order related to the amended plan of reorganization. There is no assurance that the Bankruptcy Court will approve the amended plan of reorganization.

~~The~~• ~~descriptions~~all ofexisting ~~the~~Equity ~~DIP~~Interests ~~Credit~~of ~~Agreement and~~ the ~~Security~~Company ~~Agreement~~will ~~are~~be ~~qualified in their entirety by the full text of those agreements~~cancelled, ~~which are filed herewith as Exhibits 10.1~~ and ~~10.2~~such toEquity ~~this~~Interest ~~Current~~holders ~~Report~~will onreceive ~~Form 8-K.~~ nothing;

~~Item~~• ~~2.03~~the ~~Creation~~Company ofwill abe ~~Direct~~reincorporated ~~Financial~~as ~~Obligation~~a orDelaware ancorporation ~~Obligation~~with ~~under~~a annew ~~Off-Balance~~capital ~~Sheet Arrangement of a Registrant.~~structure;

~~The~~• ~~information~~the ~~set~~Company, ~~forth~~as init ~~Item 1.01~~exists ofon ~~this~~and ~~Current~~after ~~Report~~the isEffective ~~incorporated~~Date ~~herein~~(the “Reorganized MIP”), will receive up to $40 million new loans from certain Lenders pursuant to a Credit Agreement (the “Exit Facility”), and the Lenders will receive certain New Warrants issued by ~~reference.~~the Reorganized MIP to purchase the new Series A Convertible Preferred Stock of the Reorganized MIP;

~~Item~~• ~~7.01.~~on ~~Regulation~~the FDEffective ~~Disclosure.~~Date, holders of the Senior Secured Floating Rate Bonds due 2012 issued by the Company pursuant to the Indenture in an original aggregate principal amount equal to $150,000,000 (the “Bonds”) will each receive such holder’s pro rata share of 100% of the new Series A Convertible Preferred Stock to be issued by the Reorganized MIP pursuant to the Plan in full satisfaction, settlement, and release of, and in exchange for their Secured Bond Claims;

On• ~~May 3,~~on ~~2011,~~or ~~the~~prior ~~Company announced that it intends~~ to ~~file~~the aEffective ~~Form 15~~Date, ~~with~~ the ~~Securities~~Reorganized ~~and~~MIP ~~Exchange~~will ~~Commission~~be ~~(the “SEC”)~~a toprivate ~~deregister~~company ~~its common stock~~ and ~~intends to suspend its reporting obligations under~~ the ~~Securities~~Series ~~Exchange~~A ~~Act~~Convertible ofPreferred ~~1934,~~Stock asand ~~amended,~~New onWarrants orwill ~~about~~represent ~~May 13,~~all ~~2011. As a consequence~~ of the ~~deregistration,~~Equity itInterests isin ~~anticipated that~~ the ~~Company’s~~Reorganized ~~common~~MIP ~~stock~~as ~~will~~of nothe ~~longer~~Effective beDate; ~~eligible~~on ~~for~~or ~~trading~~after on the ~~Over-the-Counter~~Effective ~~Bulletin Board. Following deregistration~~Date, ~~the~~a ~~Company~~new ~~intends~~Management toEquity ~~communicate~~Plan ~~with~~will ~~its~~be ~~shareholders through its website and periodic press releases.~~ established;

A• ~~copy~~holders of ~~this~~Allowed ~~press~~Claims ~~release~~that isare ~~furnished~~General ~~with~~Unsecured ~~this~~Claims ~~Current~~will ~~Report~~each onreceive ~~Form~~in ~~8-K~~full and ~~attached hereto~~final assatisfaction ~~Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes~~ of ~~Section 18~~such ~~of the Securities Exchange Act of 1934~~claim, assuch ~~amended~~holder’s ~~(the~~pro ~~“Exchange~~rata ~~Act”),~~share ~~or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing~~ of ~~the Company under the Securities Act of 1933~~$500,000 asin ~~amended,~~cash; ~~or the Exchange Act.~~ and

•

the proceeds from the Exit Facility will be used, among other things, to pay allowed DIP Facility Claims.

Authorized Capital Stock

On the Effective Date, the authorized capital stock of the Reorganized MIP will consist of up to 13,939,000 Series A Convertible Preferred Stock and up to 16,029,850 shares of Common Stock. Pursuant to the Plan, as of the Effective Date, 10,000,000 shares of Series A Convertible Preferred Stock will be issued and outstanding and no shares of Common Stock will be issued on that date. The shares of Common Stock are reserved for future issuance upon the conversion of Series A Convertible Preferred Stock and the issuance under the new Management Equity Plan.

Assets and Liabilities

Information as to the Company’s assets and liabilities as of the most recent practicable date is contained in the unaudited balance sheet dated April 30, 2011 attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

10.1		Senior Secured Super Priority Debtor-in-Possession Credit Agreement among Molecular Insight Pharmaceuticals, Inc., the lenders from time to time party thereto and NexBank, SSB, dated April 28, 2011.
10.2		Security Agreement between Molecular Insight Pharmaceuticals, Inc. and NexBank, SSB, dated April 28, 2011.
99.1		Press Release of Molecular Insight Pharmaceuticals, Inc., dated May 3, 2011.

2.1

First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Molecular Insight Pharmaceuticals, Inc., dated March 23, 2011, as confirmed by the Bankruptcy Court on May 5, 2011.

10.1

Order Confirming the First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated May 5, 2011.

99.1

Unaudited Balance Sheet, dated April 30, 2011.

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations, hopes, beliefs and intentions with respect to the Plan, its restructuring transaction and its new capital structure. The Company’s actual future results could differ materially from those expressed or implied in such forward-looking statements, and such statements are subject to a number of risks, uncertainties and other factors. These factors include, among other things, delays in the effective date of the Plan, the failure to satisfy certain conditions of the Plan and whether the Company is ultimately able to consummate the transactions contemplated by the Plan. In addition, such statements are subject to the impact on the Company’s business and prospects generally of, among other factors, general economic, business and financing conditions, and other risks detailed from time to time in the

Company’s Securities and Exchange Commission filings. Any forward-looking statement reflects only the Company’s belief at the time the statement is made. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee its future results, levels of activity, performance or achievements. Except as required by law, the Company undertakes no obligation to update any forward-looking statements to reflect events or developments after the date of this Current Report on Form 8-K.

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, on the ~~4th~~11th day of May, 2011.


MOLECULAR INSIGHT PHARMACEUTICALS, INC.

By:		/s/ Mark A. Attarian
		Name: Mark A. Attarian Title: Interim Executive Vice President and Chief Financial Officer

Exhibit Index to Current Report on Form 8-K

Exhibit Number		Exhibit Description
10.1		Senior Secured Super Priority Debtor-in-Possession Credit Agreement among Molecular Insight Pharmaceuticals, Inc., the lenders from time to time party thereto and NexBank, SSB, dated April 28, 2011.
2.1		First Amended Plan of Reorganization of Molecular Insight Pharmaceuticals, Inc., dated March 23, 2011, as confirmed by the Bankruptcy Court on May 5, 2011.
10.2		Security Agreement between Molecular Insight Pharmaceuticals, Inc. and NexBank, SSB, dated April 28, 2011.
10.1		Order Confirming the First Amended Plan of Reorganization, dated May 5, 2011.
99.1		~~Press~~Unaudited ~~Release~~Balance ~~of Molecular Insight Pharmaceuticals~~Sheet, ~~Inc.,~~ dated ~~May~~April 330, 2011.

Filing Compare · Molecular Insight Pharmaceuticals, Inc.