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.
| State of |
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| (State of Incorporation) | (I.R.S. Employer I.D. No.) |
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(Address of principal executive offices and telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.03. | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, on January 25, 2023, Lannett Company, Inc. (the “Company”) held a meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved a proposed amendment to our Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), at a ratio of between 1-for-3 and 1-for-5, inclusive, as determined by the Board of Directors of the Company at any whole number in the above range. The approval also includes a corresponding reduction in the number of authorized shares of our Common Stock by the selected Reverse Stock Split ratio.
Following shareholder approval and on January 25, 2023, the Board of Directors of the Company approved a 1-for-4 Reverse Stock Split of the Company’s Common Stock. On February 3, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on February 6, 2023. Beginning on February 7, 2023, the Company’s Common Stock will trade on a split-adjusted basis.
Upon the effectiveness of the Reverse Stock Split, every four shares of the Company's Common Stock was automatically converted into one share of Common Stock. The Company's authorized shares of Common Stock, outstanding warrants, equity-based awards and convertible notes will be proportionately adjusted. No fractional shares will be issued in connection with the Reverse Stock Split. Following the completion of the Reverse Stock Split, Lannett's transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the Reverse Stock Split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of Lannett Common Stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share.
The Company’s Common Stock will continue to trade on the New York Stock Exchange (NYSE) under the symbol “LCI,” but will trade under the new CUSIP number 516012 200. The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 10.102 and is incorporated herein by reference. The Company expects to file the full Certificate of Incorporation as amended as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.102 | Certificate of Amendment to the Certificate of Incorporation of Lannett Company, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRBL document) |
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.
| LANNETT COMPANY, INC | ||
| By: | /s/ Samuel H. Israel | |
| Chief Legal Officer and General Counsel | ||
| Date: February 7, 2023 | ||
Exhibit 10.102
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
LANNETT COMPANY, INC.
LANNETT COMPANY, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY:
1. The name of this corporation is Lannett Company, Inc. and the date on which the Certificate of Incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware was December 3, 1991 (the “Certificate of Incorporation”).
2. The date on which the first amendment to the Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was February 18, 1993.
3. That, on January 25, 2023, the Board of Directors of the corporation, pursuant to the authority vested in it by Section 141 of the Delaware General Corporation Law (the “DGCL”), adopted as a resolution proposing and declaring advisable the following amendment (the “Amendment”) to the Certificate of Incorporation, as amended, of said corporation:
RESOLVED, that this corporation’s Certificate of Incorporation, as amended, is hereby amended by revising Paragraph 4 to read as follows:
4. The corporation is authorized to issue capital stock to the extent of:
25,000,000 Shares of Common Stock, $.001 Par Value
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation, as amended, of the corporation, each 4 shares of Common Stock, $.001 Par Value (the “Old Common Stock”), either issued and outstanding or held by the corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, $.001 Par Value (the “New Common Stock”). The corporation shall, through its transfer agent, provide a book-entry statement reflecting the number of shares of New Common Stock to which the holder is entitled following a reverse stock split to holders of Old Common Stock. From and after the Effective Time, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. The Corporation shall not issue fractional shares of New Common Stock and, in lieu thereof, the corporation’s transfer agent shall aggregate all fractional shares remaining after the Reverse Stock Split and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata share of the total net proceeds of that sale. From and after the Effective Time, the term “New Common Stock” as used in this Paragraph 4 shall mean Common Stock as provided in the Certificate of Incorporation, as amended.
4. That, on January 25, 2023, the stockholders having a majority of the outstanding stock entitled to vote thereon voted in favor of the foregoing Amendment in accordance with the provisions of Section 211 of the DGCL.
5. That the foregoing Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
6. The effective date of the foregoing Amendment is February 6, 2023 at 5:00 P.M.
IN WITNESS WHEREOF, said Lannett Company, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer this 3rd day of February, 2023.
| LANNETT COMPANY, INC. |
| By: | /s/ Timothy Crew | |
| Timothy Crew | ||
| Chief Executive Officer |
Cover |
Feb. 06, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 06, 2023 |
| Current Fiscal Year End Date | --06-30 |
| Entity File Number | 001-31298 |
| Entity Registrant Name | LANNETT CO INC |
| Entity Central Index Key | 0000057725 |
| Entity Tax Identification Number | 23-0787699 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1150 Northbrook Drive |
| Entity Address, Address Line Two | Suite 155 |
| Entity Address, City or Town | Trevose |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19053 |
| City Area Code | 215 |
| Local Phone Number | 333-9000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | LCI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |