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):  July 12, 2013

 

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

 

BioSante Pharmaceuticals, Inc.

(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:

 

¨

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))

  

  

 

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

 

As previously disclosed, on July 12, 2013, the Board of Directors of BioSante Pharmaceuticals, Inc. (n/k/a ANI Pharmaceuticals, Inc.)(the “Company”) appointed Daniel Raynor to serve as a director of the Company, effective immediately. Mr. Raynor is a co-managing member of Argentum Investments, LLC, the managing member of the general partner of Argentum Capital Partners II, L.P. (“ACP II”), which beneficially holds approximately 5.9% of the Company’s capital stock.

 

The recent history of ACP II’s investments in the Company is incorporated herein by reference to “Management of the Combined Company Following the Merger - Certain Relationships and Related Transactions - ANI Related Transactions - Investments by Related Parties” on pages 279 through 283 of the Company’s proxy statement/prospectus filed with the Securities and Exchange Commission on May 8, 2013 (File No. 333-188174).

 

As also previously disclosed, the Board of Directors on July 12, 2013 approved the grant of options to its non-management directors and its executive officers. The grant of options to the Company’s executive officers is subject to approval by the Company’s stockholders of an amendment to the Company’s 2008 Stock Incentive Plan to increase the number of shares authorized for issuance under the Plan. For further information on the above matters, please refer to the Company’s current report on Form 8-K filed on July 16, 2013 (File No. 001-31812), which is incorporated herein by reference.

 

Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 17, 2013, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) to effect a 1-for-6 reverse stock split of its common stock and class C special stock, a proportional reduction in the number of authorized shares of its common stock, class C special stock and blank check preferred stock, and a change in its name from “BioSante Pharmaceuticals, Inc.” to “ANI Pharmaceuticals, Inc.” The Amendment became effective at 5:01 p.m., EDT, on July 17, 2013.

 

As disclosed in Item 5.07 of this report, on July 17, 2013, the Company’s stockholders had approved a proposal authorizing the Company’s Board of Directors, in its discretion, to implement a reverse stock split at a ratio of not less than 1-for-4 and not more than 1-for-7 and a corresponding reduction in the number of authorized shares.  Subsequently, on July 17, 2013, the Board of Directors approved the reverse stock split at a ratio of 1-for-6.

 

At the effective time of the reverse stock split, every six shares of the Company’s pre-split common stock and pre-split class C special stock were automatically combined into one share of common stock or class C special stock, as applicable. No fractional shares are being issued as a result of the reverse stock split, and holders of common stock who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of the Company’s common stock on July 17, 2013.

  

As a result of the reverse stock split, any options, warrants and rights outstanding as of the effective time that are subject to the reverse split are adjusted consistent with the terms of those options, warrants and rights.

 

The reverse stock split does not alter the par value of the common stock or class C special stock or modify any voting rights or other terms of the common stock or class C special stock.

 

The Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference herein. A press release issued by the Company on July 18, 2013 is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

 

 

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

 

A Special Meeting of Stockholders of the Company was held on July 17, 2013. The final results of the stockholder votes on each proposal brought before the meeting were as follows:

 

		For				Against/ Withheld				Abstain				Broker Non-Votes
Proposal No. 1—Authorize the Board to Effect a Reverse Split of Common and Class C Special Stock and a Proportional Reduction in Authorized Shares			43,474,668				3,991,476				146,505				0
Proposal No. 2—Change the Name of the Company to “ANI Pharmaceuticals, Inc.”			45,841,902				1,627,051				143,696				0
Proposal No. 3—Ratify Selection of EisnerAmper LLP as Independent Registered Public Accountants			45,619,760				1,644,002				348,887				0
Proposal No. 4—Adjourn the  Meeting, if Necessary, to Solicit Additional Proxies			44,075,933				3,343,387				193,329				0

 

Each of the proposals was therefore approved by the Company’s stockholders by the required vote.

 

Item 9.01.               Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment of the Company’s Restated Certificate of Incorporation.
99.1		Press Release, dated July 18, 2013, of the Company.

 

 

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.

 

	BIOSANTE PHARMACEUTICALS, INC.
	By:	/s/ Arthur S. Przybyl
		Arthur S. Przybyl
		President and Chief Executive Officer
Dated:  July 18, 2013

 

 

CERTIFICATE OF AMENDMENT OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF BIOSANTE PHARMACEUTICALS, INC.

 

BioSante Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that:

 

FIRST: The Board of Directors of the Corporation (the “Board of Directors”), at a meeting held on July 17, 2013, duly adopted resolutions setting forth proposed amendments of the Restated Certificate of Incorporation of the Corporation. The resolutions setting forth the proposed amendments are substantially as follows:

 

RESOLVED, that Article I of the Restated Certificate of Incorporation of the Corporation, as amended, be amended in its entirety to state as follows:

 

The name of the Corporation is ANI Pharmaceuticals, Inc.

 

RESOLVED FURTHER, that Article IV of the Restated Certificate of Incorporation of the Corporation is amended as follows:

 

Article IV is amended by replacing the first sentence of the first paragraph of Article IV with:

 

Effective upon the later of (i) the filing with the Secretary of State of the State of Delaware of this Certificate of Amendment and (ii) 5:01 p.m., Eastern Time, on July 17, 2013 (the “Effective Time”), the aggregate number of shares of stock which the Corporation shall have authority to issue is Thirty Five Million Seven Hundred and Eighty One Thousand Two Hundred and Eighty Two (35,781,282) shares, consisting of Thirty Three Million Three Hundred Thirty Three Thousand Three Hundred and Thirty Four (33,333,334) shares of common stock, $0.0001 par value (the “Common Stock”), Seven Hundred and Eighty One Thousand Two Hundred and Eighty One (781,281) shares of class C special stock, $0.0001 par value (the “Class C Special Stock”), and One Million Six Hundred and Sixty Six Thousand Six Hundred and Sixty Seven (1,666,667) shares of preferred stock, $0.0001 par value (the “Preferred Stock”).

 

RESOLVED FURTHER, that Article IV of the Restated Certificate of Incorporation of the Corporation is amended as follows:

 

Article IV is amended by adding the following at the end of the second paragraph of Article IV:

 

Effective as of the Effective Time, each six (6) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time, shall automatically be reclassified, without any action on the part of the holder thereof, into one fully paid and nonassessable share of Common Stock, and each six (6) shares of Class C Special Stock of the Corporation issued and outstanding immediately prior to the Effective Time, shall automatically be reclassified, without any action on the part of the holder thereof, into one fully paid and nonassessable share of Class C Special Stock, (the “Reverse Split”). The Corporation shall not issue fractional shares to the stockholders entitled to a fractional interest in a share of Common Stock or Class C Special Stock issued pursuant to the Reverse Split. In lieu of any fractional share of Common Stock to which a stockholder otherwise would be entitled as a result of the Reverse Split, the Corporation shall pay a cash amount equal to the fair value of the fractional share of Common Stock as of the Effective Time of the Reverse Split which shall be equal to a proportional interest of the value of a whole share based on the closing sale price of the Common Stock on the NASDAQ Stock Market as of the Effective Time. In lieu of any fractional share of Class C Special Stock to which a stockholder otherwise would be entitled as a result of the Reverse Split, the Corporation shall pay a cash amount equal to the fair value of the fractional share of Class C Special Stock as of the Effective Time of the Reverse Split which shall be equal to a proportional interest of the value of a whole share based on the closing sale price of a share of Common Stock on the NASDAQ Stock Market as of the Effective Time minus $15.00.

 

 

RESOLVED FURTHER, that Article IV(3)(a) of the Restated Certificate of Incorporation of the Corporation is amended as follows:

 

Article IV(3)(a) is amended in its entirety to state as follows:

 

Effective as of the Effective Time, a holder of Class C Special Stock shall be entitled, in accordance with the provisions hereof, to acquire Common Stock of the Corporation as the same may then be constituted by tendering any of the Class C Special Stock held and registered in such holder’s name together with $90 per share as a result of the Reverse Split (the “Common Stock Purchase Price”) on the basis of one share of Common Stock for each share of Class C Special Stock and $90 as a result of the Reverse Split. The purchase right herein provided shall be exercised by notice in writing given to the Corporation which notice shall specify the number of shares of Class C Special Stock that the holder desires to have applied to the purchase price of Common Stock. If any shares of Class C Special Stock are applied to the purchase of Common Stock pursuant to this paragraph, the holder of such shares of Class C Special Stock shall surrender the certificate or certificates representing the shares of Class C Special Stock so applied to the registered office of the Corporation, or to the transfer agent of the Corporation at the time of purchase together with cash or a certified cheque in the amount of $90 per share of Common Stock being acquired, and the Corporation shall thereupon issue to such holder certificates representing the number of shares of Common Stock to which the holder became entitled upon such purchase.

 

SECOND: The stockholders of the Corporation duly approved and adopted such amendments in accordance with the provisions of Section 242 of the DGCL.

 

THIRD: This amendment is effective upon the later of (i) the filing with the Secretary of State of the State of Delaware of this Certificate of Amendment and (ii) 5:01 p.m., Eastern Time, on July 17, 2013.

 

[Signature Page to follow]

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Arthur S. Przybyl, its President and Chief Executive Officer, thereunto duly authorized, this 17^th day of July, 2013.

 

 

	BIOSANTE PHARMACEUTICALS, INC.
	By:	/s/ Arthur S. Przybyl
		Arthur S. Przybyl President and Chief Executive Officer

 

 

 

ANI Pharmaceuticals Announces Name Change and Reverse Stock Split

 

BAUDETTE, MINNESOTA (July 18, 2013) — ANI Pharmaceuticals, Inc. (NASDAQ: ANIP) announced today the change of its name from BioSante Pharmaceuticals, Inc. In connection with the name change, ANI also changed its trading symbol on the NASDAQ Global Market to “ANIP.” ANI furthermore announced that its Board of Directors yesterday approved a reverse split of its common stock and Class C special stock at a ratio of one share for every six shares of stock outstanding, and a proportional decrease in ANI’s authorized common stock, Class C special stock and preferred stock. The changes became effective at 5:01 pm, Eastern Time, on July 17, 2013, and followed the approval by the stockholders of the reverse split and name change.

 

Arthur S. Przybyl, President and CEO, stated: “The name change to ANI Pharmaceuticals, Inc. represents the transition from a biotech company to a specialty branded and generic pharmaceutical company. ANI has a well-capitalized balance sheet, growing revenue base, and a focused product development pipeline.”

 

At the effective time of the reverse split, every six shares of common stock issued and outstanding were automatically combined into one share of common stock and every six shares of Class C special stock issued and outstanding were automatically combined into one share of Class C special stock. No fractional shares are being issued as a result of the reverse split. In lieu of fractional shares, common stock holders will receive cash in an amount equal to the product obtained by multiplying (i) $1.07, the closing sale price per share of the common stock on July 17, 2013 as reported on NASDAQ by (ii) the number of shares of common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. Further, any options, warrants and rights outstanding as of the effective time that are subject to the reverse split will be adjusted consistent with the terms of those options, warrants and rights. The Company's common stock is trading under a new CUSIP number after the reverse split.

 

About ANI

 

ANI is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. In two facilities with combined manufacturing, packaging and laboratory capacity totaling 173,000 square feet, ANI manufactures oral solid dose products, as well as liquids and topicals, including narcotics and those that must be manufactured in a fully contained environment due to their potency and/or toxicity. ANI also performs contract manufacturing for other pharmaceutical companies. Over the last two years ANI has launched three new products and has eleven products in development. ANI’s targeted areas of product development include narcotics, anti-cancers and hormones (potent compounds), and extended release niche generic product opportunities. ANI’s other products include an FDA-approved testosterone gel, which is licensed to Teva Pharmaceuticals USA. 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 under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the potential benefits of the merger, the combined company’s plans, objectives, expectations and intentions with respect to future operations and products, the anticipated financial position, operating results and growth prospects of the combined company 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. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause the combined company’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Particular uncertainties and risks include, among others, the risk that the proposed reverse stock split will not result in an increase in the per share market price for the common stock in the amount necessary and for the minimum period necessary to enable ANI to comply with the applicable NASDAQ minimum bid price requirement, or that NASDAQ may not grant ANI’s request for initial listing. Any of these events could cause ANI´s common stock to be delisted from the NASDAQ Global Market. Uncertainties and risks also include general business and economic conditions; the combined company’s need for and ability to obtain additional financing; the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; the marketing success of the combined company’s licensees or sublicensees. More detailed information on these and additional factors that could affect the combined company’s actual results are described in ANI’s/BioSante’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly report on Form 10-Q, as well as its proxy statement/prospectus, filed with the Securities and Exchange Commission on May 8, 2013. All forward-looking statements in this news release speak only as of the date of this news release and are based on the combined company’s current beliefs and expectations. ANI undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.