Current Report Filing (8-k)
August 06 2020 - 4:18PM
Edgar (US Regulatory)
0001023024
false
0001023024
2020-08-05
2020-08-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 5, 2020
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
|
001-31812
|
58-2301143
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
210 Main Street West
Baudette, Minnesota
|
|
56623
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant's telephone number, including
area code: (218) 634-3500
(Former name or former
address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
|
Trading Symbol(s):
|
Name of each exchange on which registered:
|
Common Stock
|
ANIP
|
Nasdaq Stock Market
|
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:
¨
|
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)
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On August 5, 2020, the Board of Directors
(the “Board”) of ANI Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from four to
six members and appointed Antonio Pera and Jeanne Thoma as directors of the Company, effective immediately. In addition, the Board
has appointed Mr. Pera to serve as a member of the Compensation Committee of the Board and has appointed Ms. Thoma to serve as
a member of the Audit and Finance Committee of the Board. The Board has determined that Mr. Pera and Ms. Thoma are each independent
in accordance with the applicable rules of the Nasdaq Stock Market.
In connection with their appointment, Mr.
Pera and Ms. Thoma each received an initial equity award under the Company’s Sixth Amended and Restated 2008 Stock Incentive
Plan (the “Plan”) comprised of (i) restricted stock (“Restricted Stock”) under the Plan and (ii) options
to purchase common stock of the Company (the “Options”) under the Plan, having a total grant date fair value equal
to $435,000 and each of which shall vest in two equal installments on the first anniversary and second anniversary of each of
Mr. Pera’s and Ms. Thoma’s appointment to the Board, subject to continued service as a director of the Company. Each
will also receive cash compensation for their service on the Board and Board committees in accordance with the cash compensation
previously determined for the other non-employee members of the Board, in each case prorated based on their initial appointment
date. Mr. Pera and Ms. Thoma will each enter into an indemnification agreement with the Company substantially in the form filed
as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the 2007 fiscal year filed with the Securities Exchange
Commission on March 17, 2008.
There
are no arrangements or understandings between either Mr. Pera or Ms. Thoma and any other person pursuant to which either of them
was appointed as a director of the Company, and there is no family relationship between either Mr. Pera or Ms. Thoma and any of
the Company’s other directors or executive officers. In addition, Mr. Pera does not have an interest in any transaction
that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities
Act of 1934, as amended. Ms. Thoma is the Chief Executive Officer of SPI Pharmaceuticals, Inc. (“SPI”), which supplies
ingredients to the Company. The Company made payments totaling approximately $208,000 and $231,000 in fiscal year 2019 and the
current fiscal year (as of July 23, 2020), respectively, to SPI.
Item 7.01 Regulation
FD Disclosure
The press release announcing the appointment
of Mr. Pera and Ms. Thoma to the Board is furnished as Exhibit 99.1 and shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
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 thereunto duly authorized.
|
ANI PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen P. Carey
|
|
|
|
Stephen P. Carey
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
|
Dated: August 6, 2020
|
|
|
ANI Pharmaceuticals (NASDAQ:ANIP)
Historical Stock Chart
From Mar 2024 to Apr 2024
ANI Pharmaceuticals (NASDAQ:ANIP)
Historical Stock Chart
From Apr 2023 to Apr 2024