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SEC FILE NUMBER |
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000-50767
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CUSIP NUMBER |
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22674T 10 5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Critical Therapeutics, Inc.
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
Lexington, Massachusetts 02421
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Our management is unable to complete and finalize the financial information necessary to
prepare and support the financial statements and other related disclosures required to be included
in our Annual Report on Form 10-K for the year ended December 31, 2007 prior to March 17, 2008,
which is the prescribed filing deadline for our Form 10-K. The delay in preparation of our
financial statements and other related disclosures results principally from the significant demands
on our management and employees time in recent months, primarily as a result of our ongoing review
of a range of strategic alternatives designed to maximize the value of our commercial organization
and product development programs. We announced this review process in November 2007 and have
considered and explored a number of potential alternatives since that time. In addition, our focus
on transitioning our management team following the resignation on March 2, 2008 of Frank E. Thomas
as President and Chief Executive Officer, effective March 31, 2008, and the appointment of Trevor
Phillips, Ph.D., our Chief Operating Officer and Senior Vice President of Operations, as President
and Chief Executive Officer, effective April 1, 2008, has also impacted our ability to finalize the
financial information necessary to prepare and support the financial statements and other related
disclosures required to be included in our Form 10-K.
The reasons discussed above causing our inability to timely file our Annual Report on Form
10-K for the year ended December 31, 2007 cannot be eliminated without unreasonable effort or
expense. Our Form 10-K will be filed no later than the fifteenth calendar day following the
prescribed due date.
This Notification of Late Filing on Form 12b-25 includes forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934. For this purpose, any
statements about our future expectations, plans and prospects, including, without limitation,
statements regarding our strategy, future operations, financial position, future revenues, and
projected costs, prospects, plans and objectives of management, and all other statements that are
not purely historical in nature, constitute forward-looking statements. Without limiting the
foregoing, the words anticipate, believe, could, estimate, expect, intend, may,
plan, project, should, will, would and similar expressions are intended to identify
forward-looking statements. In particular, any statements regarding our ongoing review of
strategic alternatives are forward-looking statements. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various important factors,
including risks and uncertainties relating to: our ability to successfully market and sell ZYFLO
CR (zileuton) extended-release tablets, including the success of our co-promotion arrangement with
Dey, L.P., or DEY; our ability to transition our management team effectively; our current review of
our business strategy and future operations, and the implementation of changes in our strategy and
future operations, if any, approved by our board of directors; our ability to develop and maintain
the necessary sales, marketing, distribution and manufacturing capabilities to commercialize ZYFLO
CR; patient, physician and third-party payor acceptance of ZYFLO CR as a safe and effective
therapeutic product; adverse side effects experienced by patients taking ZYFLO CR or ZYFLO®
(zileuton tablets), the immediate-release formulation of zileuton; our heavy dependence on the
commercial success of ZYFLO CR; our ability to maintain regulatory approvals to market and sell
ZYFLO CR; the success of our co-promotion arrangement with DEY for PERFOROMIST (formoterol
fumarate) Inhalation Solution; our ability to successfully enter into additional strategic
co-promotion, collaboration or licensing transactions on favorable terms, if at all; conducting
clinical trials, including difficulties or delays in the completion of patient enrollment, data
collection or data analysis; the results of preclinical studies and clinical trials with respect to
our products under development and whether such results will be indicative of results obtained in
later clinical trials; our ability to obtain the substantial additional funding required to conduct
our development and commercialization activities; our dependence on our strategic collaboration
with MedImmune, Inc.; and our ability to obtain, maintain and enforce patent and other intellectual
property protection for ZYFLO CR, our discoveries and our drug candidates. These and other risks
are described in greater detail in the Risk Factors section of our most recent Quarterly Report
on Form 10-Q and other filings that we make with the Securities and Exchange Commission. If one or
more of these factors materialize, or if any underlying assumptions prove incorrect, our actual
results, performance or achievements may vary materially from any future results, performance or
achievements expressed or implied by our forward-looking statements.
In addition, the statements in this Form 12b-25 reflect our expectations and beliefs as of the
date hereof. We anticipate that subsequent events and developments will cause our expectations and
beliefs to change. However, while we may elect to update these forward-looking statements publicly
at some point in the future, we specifically disclaim any obligation to do so, whether as a result
of new information, future events or otherwise. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, business development
transactions, joint ventures or investments we may make. These forward-looking statements should
not be relied upon as representing our views as of any date subsequent to the date of this Form
12b-25.
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