Current Report Filing (8-k)
February 20 2019 - 5:28PM
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):
February 20, 2019
(Exact name of registrant as specified in
charter)
Louisiana
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001-32360
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72-0717400
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1925 W. Field Court, Suite 300, Lake
Forest, Illinois 60045
(Address of Principal Executive Offices)
(Zip Code)
(847) 279-6100
(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:
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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))
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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
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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 Securities Act.
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Item 7.01 Regulation
FD Disclosure.
On February 20, 2019,
Akorn, Inc. (“Akorn” or the “Company”) issued a press release announcing
that
it strongly contests Fresenius’ proposed amended claims filed earlier today.
A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibit
99.1 is furnished and 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, and such information
shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as
amended, or the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This report includes statements that may constitute "forward
looking statements", including expectations regarding Akorn's plans and strategy. When used in this document, the words “will,”
“expect,” “continue," “believe,” “estimate,” “intend,” “could,”
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 Akorn 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’s recent decision against Akorn on Akorn’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 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 Akorn with the assistance of outside consultants,
into alleged breaches of FDA data integrity requirements relating to product development at Akorn and any actions taken by Akorn,
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, and (vii) such other risks and uncertainties outlined in the risk factors
detailed in Part I, Item 1A, “Risk Factors,” of Akorn’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 (as filed with the Securities and Exchange Commission (“SEC”) on February 28, 2018) and in Part II,
Item 1A, “Risk Factors,” of Akorn’s Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and
September 2018 (as filed with the SEC on May 2, August 1, and November 6, 2018), and other risk factors identified from time to
time in our filings with the SEC. Readers should carefully review these risk factors, and should not place undue reliance on our
forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this
report. Akorn undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or
factors, new information, future events or other changes.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits:
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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AKORN, INC.
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Date: February 20, 2019
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By:
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/s/ Duane A. Portwood
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Name:
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Duane A. Portwood
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Title:
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Executive Vice President &
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Chief Financial Officer
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