Current Report Filing (8-k)
April 16 2015 - 4:33PM
Edgar (US Regulatory)
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 13, 2015
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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001-31812 |
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58-2301143 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
210 Main Street West
Baudette, Minnesota |
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56623 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (218) 634-3500
(Former name or former address, if changed
since last report)
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:
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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)) |
| Item 3.01. | Notice of Failure to Satisfy a Continued Listing Rule
or Standard. |
As further described under Item 5.02 below, Ross Mangano, a
member of the Board of Directors (the “Board”) of ANI Pharmaceuticals, Inc. (the “Company”),
passed away on April 13, 2015. Following Mr. Mangano's passing, only three of the six members of the Board meet the independence
requirements of the Marketplace Rules (the “NASDAQ Rules”) of the NASDAQ Stock Market (“NASDAQ”).
As a result, a majority of the Board is not currently comprised of directors who meet the independence requirements as set forth
in NASDAQ Rule 5605(b)(1), which requires that a NASDAQ-listed company’s board of directors consist of a majority of “independent
directors” (as defined in NASDAQ Rule 5605(a)(2)).
On April 14, 2015, in accordance with the NASDAQ Rules, the
Company contacted NASDAQ to notify NASDAQ of Mr. Mangano's passing and the resulting non-compliance with NASDAQ Rule 5605(b)(1).
On April 15, 2015, the Company received a notice from NASDAQ acknowledging the fact that the Company does not meet the requirements
of NASDAQ Rule 5605(b)(1) and confirming that, in accordance with NASDAQ Rule 5605(b)(1)(A), NASDAQ is providing the Company a
cure period in order to regain compliance as follows:
| · | until the earlier of the Company’s next annual
shareholders’ meeting or April 13, 2016; or |
| · | if the next annual shareholders’ meeting is held
before October 12, 2015, then the Company must evidence compliance with NASDAQ Rule 5605(b)(1) no later than October 12, 2015. |
Prior to the end of the cure period described above, the Board
intends regain compliance by appointing an additional director who is an “independent director” in accordance with
the criteria set forth in NASDAQ Rule 5605(a)(2).
| Item 5.02. | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 13, 2015, Ross Mangano, a member of the Company’s
Board, passed away. Mr. Mangano served on the Board's Nominating and Corporate Governance Committee and Compensation Committee.
SIGNATURE
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.
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ANI PHARMACEUTICALS, INC. |
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By: |
/s/ Charlotte C. Arnold |
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Charlotte C. Arnold |
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Vice President, Finance and Chief Financial Officer |
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Dated: April 16, 2015 |
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