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): January 8, 2020
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) |
(I.R.S. Employer Identification Number) |
|
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) |
| ¨ | 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 | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | ANIP | Nasdaq Stock 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 1.01. | Entry into a Material Definitive Agreement. |
On January 8, 2020, ANI Pharmaceuticals, Inc. (the “Company” or "ANI") entered into and closed on an Asset Purchase Agreement (the “Agreement”) with Amerigen Pharmaceuticals Ltd. (the “Seller”) and acquired the Seller's right, title, and interest in its U.S. product portfolio of ten commercialized products, three FDA approved products with launches pending, four filed products and four in-development products as well as a license to commercialize two approved products (the “Acquired Assets”).
In consideration for the purchase of the Acquired Assets, the Company paid to the Seller $52.5 million in cash, and agreed to pay contingent milestone payments over the next four years (provided that in no event will these milestone payments exceed $25 million in the aggregate). The contingent milestone payments are earned in cash in an amount equal to 50% of the Company’s net profits on commercial sales of certain Seller products in excess of $16.0 million, $14.0 million, $12.0 million, and $11.0 million during each of the 2020, 2021, 2022, and 2023 calendar years, respectively.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| No. | Description | |
| 99.1 | Press release, dated January 9, 2020, relating the acquisition of the Acquired Assets |
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 hereunto duly authorized.
| ANI PHARMACEUTICALS, INC. | ||
| By: | /s/ Stephen P. Carey | |
| Stephen P. Carey | ||
| Vice President, Finance, and Chief Financial Officer | ||
January 9, 2020
Exhibit 99.1
ANI Pharmaceuticals Announces Acquisition of Commercial and Pipeline Generic Products from Amerigen Pharmaceuticals, Ltd.
BAUDETTE, Minnesota (January 9, 2020) - ANI Pharmaceuticals, Inc. (“ANI”) (Nasdaq: ANIP) today announced the acquisition of the U.S. portfolio of 23 generic products from Amerigen Pharmaceuticals, Ltd. for $52.5M in cash at close and up to $25M in contingent profit share payments over the next four years. The contingent payments are earned when annual gross profit exceeds a minimum threshold and are earned on a subset of the acquired products. The acquired portfolio includes ten commercial products, three approved products with launches pending, four filed products and four in-development products as well as a license to commercialize two approved products. The transaction was funded from cash on hand.
Arthur S. Przybyl, ANI’s President and CEO stated, "This exciting acquisition, which is immediately accretive to our non-GAAP adjusted EBITDA, substantially increases our commercial portfolio and late stage generic pipeline. Over the next several years we see meaningful opportunity to generate incremental synergy as we leverage ANI’s sales infrastructure and internal capabilities in warehousing, distribution, manufacturing and packaging.”
About ANI
ANI Pharmaceuticals, Inc. (the “Company” or “ANI”) is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. The Company's targeted areas of product development currently include narcotics, oncolytics (anti-cancers), hormones and steroids, and complex formulations involving extended release and combination products. For more information, please visit our website www.anipharmaceuticals.com.
Forward-Looking Statements
To the extent any statements made in this release deal with information that is not historical, these are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about price increases, the Company’s future operations, products, financial position, operating results and prospects, the Company’s pipeline or potential markets therefor, and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words and the use of future dates.
Uncertainties and risks may cause the Company’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Uncertainties and risks include, but are not limited to, the risk that the Company may face with respect to importing raw materials; increased competition; acquisitions; contract manufacturing arrangements; delays or failure in obtaining product approval from the U.S. Food and Drug Administration; general business and economic conditions; market trends; products development; regulatory and other approvals and marketing; failure to successfully integrate the product portfolio acquired from Amerigen or to otherwise realize the expected benefits of the acquisition.
More detailed information on these and additional factors that could affect the Company’s actual results are described in the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as its proxy statement. All forward-looking statements in this news release speak only as of the date of this news release and are based on the Company’s current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information about ANI, please contact:
Investor Relations
IR@anipharmaceuticals.com