8-K

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): August 5, 2020

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)	(IRS Employer Identification No.)

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock	ANIP	Nasdaq Stock Market

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)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 August 5, 2020, the Board of Directors (the “Board”) of ANI Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from four to six members and appointed Antonio Pera and Jeanne Thoma as directors of the Company, effective immediately. In addition, the Board has appointed Mr. Pera to serve as a member of the Compensation Committee of the Board and has appointed Ms. Thoma to serve as a member of the Audit and Finance Committee of the Board. The Board has determined that Mr. Pera and Ms. Thoma are each independent in accordance with the applicable rules of the Nasdaq Stock Market.

In connection with their appointment, Mr. Pera and Ms. Thoma each received an initial equity award under the Company’s Sixth Amended and Restated 2008 Stock Incentive Plan (the “Plan”) comprised of (i) restricted stock (“Restricted Stock”) under the Plan and (ii) options to purchase common stock of the Company (the “Options”) under the Plan, having a total grant date fair value equal to $435,000 and each of which shall vest in two equal installments on the first anniversary and second anniversary of each of Mr. Pera’s and Ms. Thoma’s appointment to the Board, subject to continued service as a director of the Company. Each will also receive cash compensation for their service on the Board and Board committees in accordance with the cash compensation previously determined for the other non-employee members of the Board, in each case prorated based on their initial appointment date. Mr. Pera and Ms. Thoma will each enter into an indemnification agreement with the Company substantially in the form filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the 2007 fiscal year filed with the Securities Exchange Commission on March 17, 2008.

There are no arrangements or understandings between either Mr. Pera or Ms. Thoma and any other person pursuant to which either of them was appointed as a director of the Company, and there is no family relationship between either Mr. Pera or Ms. Thoma and any of the Company’s other directors or executive officers. In addition, Mr. Pera does not have an interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1934, as amended. Ms. Thoma is the Chief Executive Officer of SPI Pharmaceuticals, Inc. (“SPI”), which supplies ingredients to the Company. The Company made payments totaling approximately $208,000 and $231,000 in fiscal year 2019 and the current fiscal year (as of July 23, 2020), respectively, to SPI.

Item 7.01 Regulation FD Disclosure

The press release announcing the appointment of Mr. Pera and Ms. Thoma to the Board is furnished as Exhibit 99.1 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

Exhibit	Description
99.1	Press release dated August 6, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	ANI PHARMACEUTICALS, INC.
	By:	/s/ Stephen P. Carey
		Stephen P. Carey
		Vice President, Finance and Chief Financial Officer
Dated:  August 6, 2020

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

ANI Pharmaceuticals Appoints Experienced Pharmaceutical Executives, Jeanne Thoma and Antonio “Tony” Pera to Board of Directors

Additions reflect ANI’s commitment to broaden pharmaceutical industry experience on Board

BAUDETTE, Minn., August 6, 2020 – ANI Pharmaceuticals, Inc. (“ANI” or the “Company”) (Nasdaq: ANIP) today announced the appointments of Jeanne Thoma, President and Chief Executive Officer of SPI Pharma, Inc. and Antonio (“Tony”) Pera, former President of Par Pharmaceutical to the ANI Pharmaceuticals Board of Directors. These appointments are effective immediately and increase ANI’s Board of Directors to seven members, including Nikhil Lalwani, who will join the Board next month when he starts as President and CEO of the Company on September 8, 2020.

These appointments represent a continuation of ANI’s efforts to broaden the scope of industry experience on the Board of Directors, as well as to bring forth more unique perspectives through enhanced diversity.

“As we pursue our dual goals of expanding the pharmaceutical industry expertise and broadening the diversity of our Board of Directors, we are pleased to welcome Jeanne and Tony to ANI. Jeanne brings demonstrated product development and commercialization success including extensive experience in pharmaceutical operations and pharmaceutical supply chain experience. Her talent for process innovation and optimization will help to guide our future growth. Tony’s strong background in generics sales, marketing, operations and significant product launch experience further adds to the Board’s depth. With the addition of our new President and CEO, Nikhil Lalwani, ANI is well positioned for future growth,” stated Patrick D. Walsh, Chairman of the Board of Directors.

“We greatly value the feedback shared with us and are committed to responding to the concerns raised by our stockholders during the 2020 annual meeting season, which included a commitment to diversity on our Board,” concluded Walsh.

Ms. Thoma is currently President and CEO of SPI Pharma Inc., a global pharmaceuticals ingredients company and an innovative solutions provider of ingredients and drug delivery systems. During her 30-year career, she has successfully built high-performing businesses that are agile, innovative and consistently deliver results. Prior to SPI, Ms. Thoma held positions of increasing responsibility at Lonza AG, a Switzerland-based biotech company, most recently as President and COO of the Microbial Control Business Sector. Prior to joining Lonza, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma is a member of the Board of Advisors for the Drug Chemical and Associated Technologies Association (DCAT).

Mr. Pera is a seasoned pharmaceutical industry leader with 40 years of experience. He retired as President of Par Pharmaceutical, the fifth-largest generic manufacturer in the United States, which is now part of Endo International, plc. Prior to Par, Mr. Pera held leadership positions at AmerisourceBergen, American Pharmaceuticals Partners, Bedford Laboratories, a division of Ben Venue Laboratories, and Baxter Healthcare. His breadth of experience spans sales, marketing, supply chain operations, and licensing, and he has played a pivotal role in the successful growth and commercialization efforts at several successful pharma entities.

About ANI

ANI Pharmaceuticals, Inc. 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, those relating to the future growth of the 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.

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 onboarding and integrating the additions to the Board and management team; implementing its strategic and tactical plans; importing raw materials; competition from other products; acquisitions; contract manufacturing arrangements; delays or failure in obtaining product approval from the U.S. Food and Drug Administration; general business and economic conditions, including the ongoing impact of COVID-19; 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 ("SEC"), including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as other filings with the SEC. 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.

Contact
Investor Relations:
Lisa M. Wilson, In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com

SOURCE: ANI Pharmaceuticals, Inc.

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Cover	Aug. 05, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 05, 2020
Entity File Number	001-31812
Entity Registrant Name	ANI PHARMACEUTICALS, INC.
Entity Central Index Key	0001023024
Entity Tax Identification Number	58-2301143
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	210 Main Street West
Entity Address, City or Town	Baudette
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	56623
City Area Code	218
Local Phone Number	634-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ANIP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false