Current Report Filing (8-k)
May 25 2023 - 4:36PM
Edgar (US Regulatory)
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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):
May 23, 2023
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.)
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) |
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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)) |
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 Global Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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 |
ANI Pharmaceuticals, Inc. (the “Company”) held its
2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2023. At the Annual Meeting, the stockholders of
the Company approved an amendment to the Amended and Restated 2022 Stock Incentive Plan (the “2023 Stock Plan Amendment”).
The description of the 2023 Stock Plan Amendment set forth in the Company’s
definitive proxy statement, dated April 11, 2023 (the “Proxy Statement”), section entitled “Proposal 4: Approval
of Amendment to the Amended and Restated 2022 Stock Incentive Plan” beginning on page 48 of the Proxy Statement is incorporated
herein by reference. A copy of the full text of the 2023 Stock Plan Amendment, is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the following matters were
submitted to a vote of stockholders:
| 1. | The election of eight (8) directors to serve until the Company’s 2024 Annual Meeting of Stockholders
and until their successors are duly elected and qualified, or until their successors shall have been duly elected and qualified; |
| 2. | The ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2023; |
| 3. | The approval of the compensation of the Company’s named executive officers, on an advisory basis;
and |
| 4. | The approval of the 2023 Stock Plan Amendment. |
At the close of business on April 4,
2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 25,000 shares of the
Company’s Series A Preferred Stock outstanding and entitled to vote at the Annual Meeting, 17,916,935 shares of the
Company’s Common Stock outstanding and entitled to vote at the Annual Meeting, and 10,864 shares of the Company’s
Class C Special Stock outstanding and entitled to vote at the Annual Meeting. The 25,000 shares of Series A Preferred
Stock outstanding as of April 4, 2023 were entitled to cast an aggregate of 610,413 votes and each share of Common Stock and
Class C Special Stock was entitled to one vote. Accordingly, there were an aggregate of 18,538,212 votes entitled to be cast at
the Annual Meeting, of which an aggregate of 15,056,042 were present virtually or represented by proxy, constituting a quorum.
At the Annual Meeting, (i) the eight directors
were elected, (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2023 was ratified, (iii) the compensation of the Company’s named executive officers, on an advisory basis,
was approved, (iv) and the 2023 Stock Plan Amendment was approved.
Proposal
No. 1 — Election of the Directors
The vote with respect to the election of each of the directors was
as follows:
Nominees | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
Thomas Haughey | |
9,898,826 | | |
4,105,256 | | |
3,642 | | |
1,048,318 | |
Nikhil Lalwani | |
13,804,562 | | |
191,821 | | |
11,341 | | |
1,048,318 | |
David B. Nash, M.D. | |
8,752,887 | | |
5,252,899 | | |
1,938 | | |
1,048,318 | |
Antonio R. Pera | |
13,404,484 | | |
601,762 | | |
1,478 | | |
1,048,318 | |
Muthusamy Shanmugam | |
13,805,957 | | |
200,160 | | |
1,607 | | |
1,048,318 | |
Renee P. Tannenbaum, Pharm.D. | |
13,429,350 | | |
576,916 | | |
1,458 | | |
1,048,318 | |
Jeanne A. Thoma | |
11,492,066 | | |
2,511,523 | | |
4,135 | | |
1,048,318 | |
Patrick D. Walsh | |
13,757,829 | | |
248,425 | | |
1,470 | | |
1,048,318 | |
Proposal
No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of EisnerAmper
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was as follows:
For | | |
Against | | |
Abstain | |
| 14,959,216 | | |
| 95,962 | | |
| 864 | |
Proposal
No. 3 — Approval of the Say-on-Pay Proposal
The vote with respect to the approval of the Company’s named
executive officers, on an advisory basis, was as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 13,207,478 | | |
| 780,337 | | |
| 19,909 | | |
| 1,048,318 | |
Proposal
No. 4 — Approval of the 2023 Stock Plan Amendment
The vote with respect to the approval of the 2023 Stock Plan Amendment
was as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 12,825,247 | | |
| 1,170,827 | | |
| 11,650 | | |
| 1,048,318 | |
(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.
May 25, 2023 |
ANI Pharmaceuticals, Inc. |
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By: |
/s/ Stephen P. Carey |
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Name: |
Stephen P. Carey |
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Title: |
Senior Vice President, Finance and Chief Financial Officer |
ANI Pharmaceuticals (NASDAQ:ANIP)
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