Current Report Filing (8-k)
15 May 2020 - 6:32AM
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): May 8, 2020
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-31812
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58-2301143
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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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210 Main Street West
Baudette, Minnesota
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56623
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(Address of principal executive offices)
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(Zip Code)
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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:
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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
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ANIP
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Nasdaq Stock Market
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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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2)
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¨
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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 ¨
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 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 8, 2020, ANI Pharmaceuticals, Inc.
(the “Company”) notified the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
that, following the resignation of Patrick D. Walsh from the Audit and Finance Committee (the “Audit and Finance Committee”)
of the Board of Directors (the “Board”) on May 10, 2020, the Company would no longer be in compliance with Nasdaq Listing
Rule 5605(c)(2)(A), which requires that the audit committee of a listed company be comprised of at least three independent directors.
Mr. Walsh resigned from the Audit and Finance Committee and the Compensation Committee in connection with his previously announced
appointment as interim President and Chief Executive Officer of the Company effective May 11, 2020.
On May 11, 2020, the Company received confirmation
from Nasdaq that the Company is no longer in compliance with Nasdaq’s audit committee composition requirements as set forth
in Nasdaq Listing Rule 5605. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to reestablish
compliance with Nasdaq Listing Rule 5605, which cure period will expire on November 6, 2020. The Company remains in compliance
with Nasdaq’s compensation committee requirements as set forth in Nasdaq Listing Rule 5605.
The Board intends to appoint a new or existing
Board member who meets the independence requirements under Nasdaq rules and the Securities Exchange Act of 1934, as amended, to
the Audit and Finance Committee and expects to be compliant with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A)
by or before the end of the cure period described above.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2020, the Board received a resignation
letter from Arthur S. Przybyl, whereby Mr. Przybyl tendered his resignation from the Board, effective May 10, 2020, concurrent
with his departure as President and Chief Executive Officer of the Company.
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.
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ANI PHARMACEUTICALS, INC.
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By:
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/s/ Stephen P. Carey
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Stephen P. Carey
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Vice President Finance, and Chief Financial Officer
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Dated: May 14, 2020
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