UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Report to include the following financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 9.01(a)(3) and Item 9.01(b)(2) of Form 8-K: (i) the audited financial statements of IriSys and related notes thereto as of and for the years ended December 31, 2020 and 2019, including the related audit report of the independent auditors, PKF San Diego, LLP, which are included in Exhibit 99.1 attached hereto; (ii) the unaudited interim financial statements and related notes thereto of IriSys for the six months ended June 30, 2021 and 2020, which are included in Exhibit 99.2 attached hereto; and (iii) the unaudited pro forma combined financial information of the Company giving effect to the Acquisition (the “pro forma financial information”), which includes the unaudited pro forma combined balance sheet as of June 30, 2021 and related notes thereto, and the unaudited pro forma combined statements of operations and the related notes thereto for the six months ended June 30, 2021 and for the year ended December 31, 2020, which are included in Exhibit 99.3 attached hereto.
The pro forma financial information included in this Amendment has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will achieve after the Acquisition.
Item 8.01 Other Events
In connection with the Acquisition, the Company hereby supplements its risk factors as follows:
The acquisition and integration of IriSys may present many risks and we may not realize the strategic and financial goals that were contemplated at the time we entered into the Purchase Agreement.
We acquired IriSys on August 13, 2021, and are in the process of integrating IriSys with our Company. The success of the Acquisition depends on, among other things, our ability to combine our business with IriSys in a manner that does not materially disrupt existing relationships and allows us to achieve operational synergies. If we are unable to achieve these objectives, the anticipated benefits of the Acquisition may not be realized fully or at all or may take longer to realize than expected. In particular, the Acquisition may not be accretive to our stock value in the near or long term.
Some of the risks we may face in connection with the Acquisition include the following:
If any of these events were to occur, our ability to maintain relationships with customers, suppliers and employees or our ability to achieve the anticipated benefits of the Acquisition could be adversely affected, or could reduce our future earnings or otherwise adversely affect our business and financial results and, as a result, adversely affect the market price of our common stock.
In addition, we expect to incur additional costs integrating the operations of IriSys, as well as higher regulatory and personnel costs, which cannot be estimated accurately at this time. If the total costs of the integration of our companies exceed the anticipated benefits of the Acquisition, our financial results could be adversely affected.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of IriSys as of and for the fiscal years ended December 31, 2020 and 2019 and the unaudited financial statements of IriSys as of and for the six months ended June 30, 2021 and 2020 are filed as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined statement of operations of the Company relating to the acquisition of IriSys for the fiscal year ended December 31, 2020 and the unaudited pro forma combined balance sheet and statement of operations as of and for the six months ended June 30, 2021 are filed as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits
Exhibit No. |
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Description |
23.1 |
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99.1 |
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Audited financial statements of Irisys, LLC as of and for the years ended December 31, 2020 and 2019 |
99.2 |
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99.3 |
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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.
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Recro Pharma, Inc. |
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Date: |
September 10, 2021 |
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/s/ J. David Enloe, Jr. |
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Name: |
J. David Enloe, Jr. |
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Title: |
President and Chief Executive Officer |