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 12, 2016
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:
| ¨ | 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)) |
| 1 |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On May 12, 2016, ANI Pharmaceuticals, Inc. (the “Company” or “ANI”) entered into a credit agreement with Citizens Business Capital, a division of Citizens Asset Finance, Inc. (the “Citizens Agreement”). The Citizens Agreement provides for a $30.0 million asset-based revolving credit loan facility, with availability subject to a borrowing base consisting of eligible accounts receivable and inventory and the satisfaction of conditions precedent specified in the Citizens Agreement. The Citizens Agreement provides for an accordion feature, whereby the Company may increase the revolving commitment up to an additional $10.0 million subject to certain customary terms and conditions. The Citizens Agreement matures on May 12, 2019, at which time all amounts outstanding will be due and payable. Borrowings under the Citizens Agreement may be used for general corporate purposes, including financing possible future acquisitions and funding working capital. Amounts drawn bear an interest rate equal to, at the Company's option, either a LIBOR rate plus 1.25%, 1.50% or 1.75% per annum, depending upon availability under the Citizens Agreement or an alternative base rate plus either .25%, .50% or ..75% per annum, depending upon availability under the Citizens Agreement. The Company also incurs a commitment fee on undrawn amounts equal to 0.25% per annum.
The Citizens Agreement is guaranteed by the Company at the time of closing and is secured by a lien on substantially all of the Company's and the Company's principal domestic subsidiary’s assets and any future domestic subsidiary guarantors’ assets. The Citizens Agreement includes customary covenants, subject to customary exceptions, including covenants that restrict the Company's ability to incur additional indebtedness, acquire or dispose of assets, and make and incur capital expenditures. The Citizens Agreement also imposes a financial covenant requiring compliance with a minimum fixed charge coverage ratio of 1.10 to 1.00 during certain covenant testing times triggered if availability under the Citizens Agreement is below the greater of 12.5% of the revolving commitment and $3.75 million for three (3) consecutive business days.
| Item 8.01 | Other Events. |
On May 16, 2016, the Company entered into an Exclusive Distribution and Supply Agreement (the "Aspen Agreement") with Aspen Global Incorporated ("Aspen"). Under the Aspen Agreement, the Company will act as Aspen's exclusive distributor of hydroxyprogesterone caproate injection 250mg/ml (the "Product") in the United States and its territories, on a consignment basis, and Aspen will act as the Company's exclusive supplier of the Product. The Aspen Agreement has an initial term expiring May 16, 2019, unless terminated earlier, and is subject to renewal for an additional four year term.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| No. | Description | |
| 99.1 | Press release dated May 13, 2016 | |
| 99.2 | Press release dated May 17, 2016 |
| 2 |
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.
| ANI PHARMACEUTICALS, INC. | |||
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| By: | /s/ Stephen P. Carey | ||
| Stephen P. Carey | |||
| Vice President, Finance and Chief Financial Officer | |||
| Dated: May 17, 2016 | |||
| 3 |
ANI Pharmaceuticals Enters Three Year $30 Million Asset Based Line of Credit with Citizens Bank
BAUDETTE, Minnesota, May 13, 2016 /PRNewswire/ -- ANI Pharmaceuticals, Inc. ("ANI") (Nasdaq: ANIP) today announced that it has entered a new three year senior secured asset-based revolving credit facility for up to $30 million. This facility will be secured by inventory and certain other working capital and related assets of ANI Pharmaceuticals, Inc.
Arthur S. Przybyl, ANI's President and CEO stated, "Establishing a line of credit is an important milestone for ANI and one we view as appropriate given our company's recent growth and future plans. We are excited to enter this financial partnership with Citizens Bank."
"ANI Pharmaceuticals is a great new client and Citizens is very happy to be able to offer our industry expertise to help them achieve their strategic and financial goals," said Daniel K. Fitzpatrick, Head of National Mid-Corporate and Industry Verticals at Citizens Bank.
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.
About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation's oldest and largest financial institutions, with $140.1 billion in assets as of March 31, 2016. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. In Consumer Banking, Citizens helps its retail customers "bank better" with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides mortgage lending, auto lending, student lending and commercial banking services in select markets nationwide. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance.
Citizens operates through its subsidiaries Citizens Bank, N.A. and Citizens Bank of Pennsylvania. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.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.
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
Exhibit 99.2
ANI Pharmaceuticals Enters Into Exclusive Distribution and Supply Agreement for Hydroxyprogesterone Caproate Injection USP
BAUDETTE, Minn., May 17, 2016 /PRNewswire/ -- ANI Pharmaceuticals, Inc. ("ANI") (Nasdaq: ANIP) today announced the signing of an exclusive distribution and supply agreement with Aspen Global Incorporated for Hydroxyprogesterone Caproate Injection ("HPC") USP 250mg/mL in 5mL vials. Aspen will be responsible for supplying the finished goods and ANI Pharmaceuticals will be responsible for marketing and distribution in the U.S. Aspen's product was approved by FDA in August 2015 (ANDA# 200271) and ANI intends to commercialize HPC in the near term. For product inquiries, please contact ANI at 218-634-3601.
Arthur S. Przybyl, ANI's President and CEO stated, "We are excited to enter into this exclusive strategic distribution partnership with Aspen and introduce to the U.S. market a product that addresses a high-need patient population. We hope to build on the launches of HPC and our previously disclosed anti-cancer product (pending FDA approval, TAD June 2016) to strategically advance a portfolio of oncolytic products in the future. Finally, this launch will also serve to establish ANI's commercial presence in the specialty pharmacy distribution channel, one that we intend to build upon with future product introductions from our existing pipeline."
About Hydroxyprogesterone Caproate Injection USP
HPC USP is indicated in non-pregnant women: for the treatment of advanced adenocarcinoma of the uterine corpus (Stage III or IV); in the management of amenorrhea (primary and secondary) and abnormal uterine bleeding due to hormonal imbalance in the absence of organic pathology, such as submucous fibroids or uterine cancer; as a test for endogenous estrogen production and for the production of secretory endometrium and desquamation.
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.
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