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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO.
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Item 1.01 Entry into a Material Definitive Agreement
Pursuant to a Contract of Sale-Office, Commercial and Multi-Family Residential Premises (the “Facility Purchase Agreement”), dated March 3, 2022, by and between Chartwell Carmel Realty, LLC (“Chartwell Realty”) and Silarx Pharmaceuticals, Inc. (“Silarx”), a wholly-owned subsidiary of Lannett Company, Inc. (the “Company”), Chartwell Realty will acquire that certain real property and improvements owned by Silarx located at 1033 Stoneleigh Avenue, Carmel, New York 10512 (the “Facility”) for a purchase price of $7.5 million.
Pursuant to an Asset Purchase Agreement dated March 3, 2022 (the “Asset Purchase Agreement”), by and among Chartwell Carmel Assets, LLC (“Chartwell Assets”), Chartwell Pharmaceuticals, LLC (“Chartwell LLC”), the Company, Silarx and Lannett Holdings, Inc., a wholly-owned subsidiary of the Company (“Holdings”), Chartwell Assets shall acquire equipment located at the Facility and certain ANDAs and other assets owned by the Company, Silarx and Holdings for a purchase price of $3.0 million.
In connection with the transactions contemplated by the Facility Purchase Agreement and the Asset Purchase Agreement, pursuant to the terms of a Manufacture and Supply Agreement, dated March 3, 2022 by and among Chartwell Pharmaceuticals Carmel, LLC (“Chartwell Carmel”), Chartwell LLC and the Company (the “Supply Agreement”), Chartwell Carmel will manufacture on behalf of the Company certain products at the Facility for a period of up to 18 months after the closing of the transactions contemplated by the Facility Purchase Agreement and the Asset Purchase Agreement until such time as the Company can transfer the manufacturing of such products to the Company’s other facility.
The closing of the transactions contemplated by the Facility Purchase Agreement, the Asset Purchase Agreement and the Supply Agreement, which is anticipated to occur on or before March 31, 2022, is subject to the satisfaction or waiver of the closing conditions set forth therein.
The Company expects to file the Facility Purchase Agreement, the Asset Purchase Agreement and the Supply Agreement as exhibits to its Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022. The descriptions of the Facility Purchase Agreement, the Asset Purchase Agreement and the Supply Agreement contained herein do not purport to be complete and are qualified in their entirety by reference to the full texts of the Facility Purchase Agreement, the Asset Purchase Agreement and the Supply Agreement when filed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
| 99.1 | March 4, 2022 Press Release of Lannett Company, Inc. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LANNETT COMPANY | ||
| By: | /s/ Samuel H. Israel | |
| Chief Legal Officer and General Counsel | ||
| Date: March 4, 2022 | ||