UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ANI Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00182C103
(CUSIP Number)
Esjay LLC
16732 Strasbourg Lane
Delray Beach, Florida 33446
845-652-0377
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 19, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00182C103 | SCHEDULE 13D |
| 1 |
NAMES OF REPORTING PERSONS
Esjay LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
SC | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
Not Applicable | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER
1,332,620 | ||
| 8 |
SHARED VOTING POWER
0 | |||
| 9 |
SOLE DISPOSITIVE POWER
1,332,620 | |||
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,620 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.96% (1) | |
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) | Based on 16,741,552 shares of Common Stock of ANI Pharmaceuticals, Inc. (the “Company”) outstanding as of December 1, 2021, as reported in the Form S-3 filed by the Company with the Securities and Exchange Commission on December 17, 2021 (the “Form S-3”). |
| CUSIP No. 00182C103 | SCHEDULE 13D |
| 1 |
NAMES OF REPORTING PERSONS
Muthusamy Shanmugam | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
SC | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
Not Applicable | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER
1,346,080(1) | ||
| 8 |
SHARED VOTING POWER
0 | |||
| 9 |
SOLE DISPOSITIVE POWER
1,346,080(1) | |||
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,346,080 (1) | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04% (2) | |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents (i) 13,460 shares of Common Stock held by Mr. Shanmugam and (ii) 1,332,620 shares of Common Stock held by Esjay LLC. Mr. Shanmugam serves as the Managing Member and as such, has sole voting and dispositive power with respect to the shares held by Esjay LLC and may be deemed to beneficially own the shares of Common Stock held by Esjay LLC. |
| (2) | Based on 16,741,552 shares of Common Stock of ANI Pharmaceuticals, Inc. (the “Company”) outstanding as of December 1, 2021, as reported in the Form S-3 filed by the Company with the Securities and Exchange Commission on December 17, 2021 (the “Form S-3”). |
SCHEDULE 13D
Muthusamy Shanmugam and Esjay LLC (the “Reporting Persons”) are filing this Schedule 13D because as a result of the Acquisition (as defined below), the Reporting Persons have acquired shares of common stock of ANI Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Item 1. Security and Issuer
This Schedule 13D relates to Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The principal executive offices of the Company are located at 210 Main Street West, Baudette, Minnesota 56623.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of the Reporting Persons.
(b) The principal business address of the Reporting Persons is 16732 Strasbourg Lane, Delray Beach, Florida 33446.
(c) Mr. Shanmugam is the Head of R&D and COO of NJ Operations and a Board of Director of the Company. Esjay LLC is a Delaware limited liability company, with a business address of 16732 Strasbourg Lane, Delray Beach, Florida 33446. Its principal business is a personal asset holding and management company.
(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Persons were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Mr. Shanmugam is a citizen of the United States of America. Esjay LLC is a Delaware limited liability company.
Item 3. Source and Amount of Funds
All of the shares of the Common Stock to which this Schedule 13D relates were acquired by the Reporting Persons in connection with the Company’s acquisition (the “Acquisition”) of Novitium Pharma LLC (“Novitium”) pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021 (the “Merger Agreement”), by and among the Company, Novitium, Nile Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, Esjay LLC, a Delaware limited liability company (“Esjay”), Chali Properties, LLC, a New Jersey limited liability company, Chad Gassert, Muthusamy Shanmugam and Thorappadi Vijayaraj (collectively, the “Key Persons”, and Muthusamy Shanmugam and Thorappadi Vijayaraj, together with Esjay and Chali, the “Principal Members”) and Shareholder Representative Services LLC, a Colorado limited liability company, as the representative of the Company Members (as defined in the Merger Agreement).The Acquisition closed on November 19, 2021 (the “Closing Date”).
Pursuant to the Merger Agreement and effective as of the Closing Date, (i) an aggregate of 70,250 Company Interests (as defined in the Merger Agreement) of Novitium held by Mr. Shanmugam were converted into 13,460 shares of Common Stock of the Company and (ii) an aggregate of 6,954,750 Company Interests (as defined in the Merger Agreement) of Novitium held by Esjay were converted into 1,332,620 shares of Common Stock of the Company.
Item 4. Purpose of the Transaction
The Reporting Persons acquired the Common Stock pursuant to the Merger Agreement. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
Mr. Shanmugam serves as the Head of R&D and COO of NJ Operations and a member of the Board of Directors of the Company. Accordingly, the Reporting Persons may have influence over the corporate activities of the Company, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Registration Rights Agreement and the Lockup Agreement described in Item 6 of this Schedule 13D, the Reporting Persons may, from time to time, purchase or sell securities of the Company as appropriate for their personal circumstances.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) — (b) The percentage of the Common Stock beneficially owned by the Reporting Persons is based on 16,741,552 shares of Common Stock outstanding as of December 1, 2021 as reported in the Form S-3. Mr. Shanmugam beneficially owns an aggregate of 1,346,080 shares of Common Stock, representing approximately 8.04% of the outstanding Common Stock, through being the Managing Member of Esjay.
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is incorporated herein by reference.
(c) Except as described in Item 3, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.
(d) — (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In connection with the Closing Date, the Company Members (as defined in the Merger Agreement) have certain registration rights with respect to their shares of Common Stock set forth in the Registration Rights Schedule attached to the Merger Agreement. Further, the Principal Members, Key Persons and certain other members of Novitium have agreed to certain lock-up, voting and standstill restrictions with respect to the shares of Common Stock they received in connection with the Acquisition.
This summary is qualified by the actual terms of the Merger Agreement and the Registration Rights Schedule, copies of which are filed as exhibits to this Schedule 13D and are incorporated herein by reference herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
Date: March 2, 2022
Esjay LLC
| By: |
/s/ Muthusamy Shanmugam |
|
Muthusamy Shanmugam Managing Member | |
|
/s/ Muthusamy Shanmugam | |
| Muthusamy Shanmugam |