Item 2.02. Results of Operations and Financial Condition.
On August 1, 2019,
Akorn, Inc. (the “Company”) issued a press release announcing preliminary financial results as of and for the three
and six month periods ended June 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in
this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Cautionary Note Regarding Forward-Looking Statements
This report includes
statements that may constitute "forward-looking statements", including expectations regarding the Company’s business
plan and initiatives, financial performance, product launches, pending ANDA filings, the financial guidance for 2019, the non-binding
agreement in principle to settle the Securities Class Action Litigation, and other statements regarding the Company’s plans
and strategy. When used in this document, the words “will,” “expect,” “continue," “believe,”
“anticipate,” “estimate,” “intend,” “could,” “strives” and similar
expressions are generally intended to identify forward-looking statements. These statements are made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. A number of important factors could cause actual results of the Company and its subsidiaries to differ materially from
those indicated by such forward-looking statements. These factors include, but are not limited to: (i) the effect of the
Delaware Court of Chancery’s October 1, 2018 decision against the Company and the Delaware Supreme Court’s December
7, 2018 order affirming the Chancery Court’s decision on the Company’s ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results
and business generally, (ii) the risk that ongoing or future litigation against the defendants or related to the court’s
decision may result in significant costs of defense, indemnification and/or liability, (iii) the outcome of the investigation conducted
by the Company, with the assistance of outside consultants, into alleged breaches of FDA data integrity requirements relating to
product development at the Company and any actions taken by the Company, third parties or the FDA as a result of such investigations,
(iv) the difficulty of predicting the timing or outcome of product development efforts, including FDA and other regulatory agency
approvals and actions, if any, (v) the timing and success of product launches, (vi) difficulties or delays in manufacturing, (vii)
the Company’s increased indebtedness and obligation to comply with certain covenants and other obligations under its standstill
agreement with its first lien term loan lenders (the “Standstill Agreement”), (viii) the Company’s obligation
under the Standstill Agreement to enter into a comprehensive amendment that is satisfactory in form and substance to the first
lien term loan lenders, (ix) the risk that the parties will not enter into a definitive settlement agreement in connection with
the Securities Class Action Litigation, (x) the risk that the holders of a significant number of shares may opt out of and elect
not to participate in or be bound by the proposed Securities Class Action Litigation settlement, (xi) the risk that a definitive
settlement agreement in connection the with Securities Class Action Litigation may not obtain the necessary approval by the court
or may be terminated in accordance with its terms, (xii) the risk that insurance proceeds, common shares or other consideration
contemplated to be exchanged pursuant to the proposed Securities Class Action Litigation settlement is not available at the appropriate
time and (xiii) such other risks and uncertainties outlined in the risk factors detailed in Part I, Item 1A, “Risk Factors,”
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the Securities and
Exchange Commission (“SEC”) on March 1, 2019) and in Part II, Item 1A, “Risk Factors,” of the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (as filed with the SEC on May 9, 2019) and other risk
factors identified from time to time in the Company’s filings with the SEC. Readers should carefully review these risk factors,
and should not place undue reliance on the Company’s forward-looking statements. These forward-looking statements are based
on information, plans and estimates at the date of this report. The Company undertakes no obligation to update any forward-looking
statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.