Current Report Filing (8-k)
June 10 2020 - 4:07PM
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): June 5, 2020
LANNETT COMPANY,
INC.
(Exact name of registrant as specified
in its charter)
Commission file
no. 001-31298
State of Delaware
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23-0787699
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(State of Incorporation)
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(I.R.S. Employer I.D. No.)
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9000 State Road
Philadelphia, PA 19136
(215) 333-9000
(Address of principal executive offices
and telephone number)
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
(see General Instruction A.2. below):
¨
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(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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LCI
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New
York Stock Exchange
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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 ¨
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. ¨
Introductory Note
As previously disclosed in the Current
Report on Form 8-K filed by Lannett Company, Inc. (the “Company”) on August 27, 2019, on August 2, 2019, the Company
entered into a Distribution and Supply Agreement (the “Distribution Agreement”) with Sinotherapeutics Inc. (Sinotherapeutics”),
pursuant to which the Company will be the exclusive distributor of Posaconazole Delayed-Release Tablets 100mg (the “Product”),
which is an AB-rated generic equivalent of Merck & Co., Inc.’s Noxafil® Delayed-Release Tablets, in the
United States of America and its territories and possessions. On August 21, 2019, Sinotherapeutics received final approval from
the U.S. Food and Drug Administration of its Abbreviated New Drug Application (“ANDA”) for the Product and as a result
of Sinotherapeutics’ receiving approval of its ANDA application, the Company has commenced marketing the Product. A copy
of the Distribution Agreement is filed as Exhibit 10.59 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019.
Item 1.01
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Entry into a Material Definitive Agreement
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On June 5, 2020, the Company and
Sinotherapeutics entered into Amendment No. 1 to the Distribution and Supply Agreement (the “Amendment”).
Pursuant to the Amendment, among other things, the term of the Distribution Agreement was extended, and the price that
Lannett will pay Sinotherapeutics for the Product, the portion of the net profits the Company receives from the sale of
Products that is payable to Sinotherapeutics and the earn out payment payable by Lannett to Sinotherapeutics based on
aggregate net profits of the Product have been revised, but not materially changed in the aggregate.
The Company expects to file the Amendment
as an exhibit to its Annual Report on Form 10-K for the fiscal year ending June 30, 2020. The description of the Amendment contained
herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment when filed.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LANNETT COMPANY
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By:
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/s/
Samuel H. Israel
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Chief Legal Officer and General Counsel
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Date: June 10, 2020
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