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): April 27, 2022

ANI PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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:

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2022, ANI Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Company’s Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Stock Plan”). The Amended 2022 Stock Plan was previously approved by the Company’s board of directors (the “Board”), subject to the approval of the Company’s stockholders, and became effective with such stockholder approval on April 27, 2022.

Prior to the approval of the Amended 2022 Stock Plan, the Company had been granting equity-based incentive awards under the Company’s Sixth Amended and Restated 2008 Stock Incentive Plan (the “Existing Plan”). In connection with the adoption of the Amended 2022 Stock Plan, the Existing Plan was amended to, among other things, increase the number of shares reserved for issuance thereunder by 1,150,000 shares. In addition to increasing the number of shares reserved for issuance, the Amended 2022 Stock Plan also details the specific treatment of outstanding equity awards in the event of a “Change of Control”, as defined in the Amended 2022 Stock Plan. The Amended 2022 Stock Plan also clarifies corporate transaction treatment, as defined in the Amended 2022 Stock Plan, to outline the outcome if an incentive award lapses because it was not assumed or substituted in a corporate transaction. In addition, the Amended 2022 Stock Plan formally changes the name of the plan to the “Amended and Restated 2022 Stock Incentive Plan.”

A more complete description of the terms of the Amended 2022 Stock Plan and the material amendments and modifications thereto can be found in “Proposal No. 4: Approval of the Amended and Restated 2022 Stock Incentive Plan” (pages 47 through 61) in the Company’s definitive proxy statement dated March 25, 2022, and filed with the Securities and Exchange Commission on March 25, 2022 (the “Proxy Statement”) and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Amended 2022 Stock Plan, a copy of which is filed as Exhibit 10.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following sets forth the matters that were voted upon by the Company’s stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Company’s Proxy Statement.

1. The Company’s stockholders voted to elect the following directors, each to serve until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The final voting results are as follows:

Item 9.01 Financial Statements and Exhibits.

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.

Dated: April 29, 2022