TABLE OF CONTENTS
As filed with the U.S. Securities and Exchange Commission on June 12, 2017

July 9, 2020

Registration No. 333-

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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549

​
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

​
ANI PHARMACEUTICALS, INC.

Pharmaceuticals, Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)

charter)
​

 Delaware

​		Delaware​​58-2301143​
​(State or Other Jurisdictionother jurisdiction of Incorporation)incorporation or organization)​​(I.R.S. Employer Identification Number)​

210 Main Street West


Baudette, Minnesota 56623


(218) 634-3500

(Address, Including Zip Codeincluding zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Registrant’s Principal Executive Offices)

registrant’s principal executive offices)

​
Stephen P. Carey


Vice President, Finance and Chief Financial Officer


ANI Pharmaceuticals, Inc.


210 Main Street West


Baudette, Minnesota 56623


(218) 634-3500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies

​
With copies to:

Paul

Karen A. Gajer, Esq.Dempsey
Dentons USOrrick, Herrington & Sutcliffe LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 768-6700


405 Howard Street
San Francisco, California 94105
(415) 773-5700

Approximate date of commencement of proposed sale to public:the public: From time to time or at one time after the effective date of this registration statement becomes effective in light of market conditions and other factors.

Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer¨
☐
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Accelerated filerx
☒
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Non-accelerated filer¨
☐
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(Do not check if a smaller reporting company)       ​​
Smaller reporting company¨
☐
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Emerging Growth Company ¨growth company
☐
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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 7(a)(2)(B) of the Securities Act.

CALCULATION ☐

TABLE OF REGISTRATION FEE

CONTENTS
CALCULATION OF REGISTRATION FEE​
​
Title of each class of securities to be registered​​​
Amount to be
registered(1)(2)
​​​
Proposed
maximum
offering price
per security(1)(2)
​​​
Proposed
maximum
aggregate
offering price(2)(3)
​​​
Amount of
registration fee
​
Common Stock, $0.0001 par value per share​​​​​​​​​​​​​​​​​​​​​​​
Preferred Stock, $0.0001 par value per share​​​​​​​​​​​​​​​​​​​​​​​
Debt Securities​​​​​​​​​​​​​​​​​​​​​​​
Warrants​​​​​​​​​​​​​​​​​​​​​​​
Units​​​​​​​​​​​​​​​​​​​​​​​
Rights​​​​​​​​​​​​​​​​​​​​​​​
TOTAL​​​​​​​​​​​​$350,000,000​​​​​$40,565(4)​​
​
(1)

Title Of Each Class Of Securities
To Be Registered		 Amount To Be
Registered		  Proposed Maximum
Offering
Price Per Unit		  Proposed Maximum
Aggregate Offering
Price		  Amount Of
Registration
Fee		 
Debt Securities  (1)(2)  (1)(2)  (2)(3)    
Preferred Stock, par value $.0001 per share  (1)(2)  (1)(2)  (2)(3)    
Common Stock, par value $.0001 per share  (1)(2)  (1)(2)  (2)(3)    
Warrants  (1)(2)  (1)(2)  (2)(3)    
Units  (1)(2)  (1)(2)  (2)(3)    
Rights  (1)(2)  (1)(2)  (2)(3)    
TOTAL $350,000,000(3)  100% $350,000,000  $40,565.00(4)

(1)There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock of the registrant, such indeterminate number of warrants of the registrant and such indeterminate principal amount of debt securities of the registrant, as shall have an aggregate initial offering price not to exceed $350,000,000. There are being registered under this registration statement such indeterminate number of each identified class of the identified securities as may be issued upon conversion, exchange, or exercise of any other securities that provide for such conversion, exchange or exercise, up to a proposed maximum offering price of $350,000,000. In addition, pursuant to Rule 416 under the Securities Act, the shares of common stock and preferred stock being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. If any debt securities are issued at an original issue discount, then the debt securities registered pursuant to this registration statement shall include such greater principal amount as shall result in an amount to be registered hereunder that equals the aggregate initial offering price, but in no event shall the initial public offering price of securities registered hereunder exceed $350,000,000 less the aggregate dollar amount of all securities previously issued hereunder, or the equivalent thereof in one or more foreign currencies. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum initial offering prices per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement.

(2)Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. No additional consideration will be received for common stock, preferred stock or debt securities that are issued upon conversion into or exchange for or exercise of preferred stock or debt securities. The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.

(4)Pursuant to Rule 457(o) under the Securities Act, the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered. Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes a total of $106,250,000 of unsold securities that had previously been registered under the Registrant’s registration statement on Form S-3, initially filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2014 (No. 333-195949) (the "2014 Registration Statement"). The 2014 Registration Statement initially registered securities for a maximum aggregate offering price of $250,000,000 and of that amount the Registrant has previously sold convertible notes for an aggregate offering price of $143,750,000, leaving a balance of unsold securities with an aggregate offering price of $106,250,000. The Registrant is paying herewith a registration fee of $28,250.63 in connection with the registration of $243,750,000 of newly registered securities. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the 2014 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. If the Registrant sells any of such unsold securities pursuant to the 2014 Registration Statement after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such unsold securities included on this registration statement and increase the additional securities registered hereon so that the total amount of securities registered hereon will equal $350,000,000, and will pay the additional registration fee resulting therefrom.

There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock of the registrant, such indeterminate number of warrants of the registrant and such indeterminate principal amount of debt securities of the registrant, as shall have an aggregate initial offering price not to exceed $350,000,000 or, if any such securities are issued in any foreign currency units, the U.S. dollar equivalent of $350,000,000. There are being registered under this registration statement such indeterminate number of each identified class of the identified securities as may be issued upon conversion, exchange, or exercise of any other securities that provide for such conversion, exchange or exercise, up to a proposed maximum offering price of $350,000,000. In addition, pursuant to Rule 416 under the Securities Act, the shares of common stock and preferred stock being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. If any debt securities are issued at an original issue discount, then the debt securities registered pursuant to this registration statement shall include such greater principal amount as shall result in an amount to be registered hereunder that equals the aggregate initial offering price, but in no event shall the initial public offering price of securities registered hereunder exceed $350,000,000 less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum initial offering prices per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement.
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(2)
Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
​
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. No additional consideration will be received for common stock, preferred stock or debt securities that are issued upon conversion into or exchange for or exercise of preferred stock or debt securities. The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
​
(4)
Pursuant to Rule 457(o) under the Securities Act, the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered. Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes a total of $350,000,000 of securities that had previously been registered under the registrant’s registration statement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2017 (No. 333-218671) (the “Prior Registration Statement”) but which remain unsold as of the date hereof (the “Unsold Securities”). The Unsold Securities are being carried forward to and registered on this registration statement. Pursuant to Rule 415(a)(6), (i) the registration fee of $40,565 applicable to the Unsold Securities is being carried forward to this registration statement and will continue to be applied to the Unsold Securities and no additional registration fee will be paid with respect to those Unsold Securities, and (ii) the offering of the Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. If the Registrant sells any of such Unsold Securities pursuant to the Prior Registration Statement after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such Unsold Securities included on this registration statement and increase the additional securities registered hereon so that the total amount of securities registered hereon will equal $350,000,000, and will pay the additional registration fee resulting therefrom.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CONTENTS
The information in this prospectus is not complete and may be changed. The Registrant may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where an offer or sale is not permitted.


SUBJECT TO COMPLETION, DATED JUNE 12, 2017

JULY 9, 2020

PROSPECTUS

$350,000,000

 

[MISSING IMAGE: lg_anipharma-4clr.jpg]
ANI Pharmaceuticals, Inc.

Common Stock
Preferred Stock
Debt Securities

Preferred Stock

Common Stock


Warrants


Units
Rights

Units

​
From time to time, the Companywe may offer and sell up to an aggregate of $350,000,000 of any combination of the securities described in this prospectus either individuallyin one or in combination.more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may also offer common stockthe securities separately or preferred stock upon conversiontogether, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered.
This prospectus describes some of debtthe general terms that may apply to these securities. Each time securities common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants.

When the Company decides to sell particular securities, the Company will provide you withare sold, the specific terms and the offering priceamounts of the securities being offered, and any other information relating to the Company is thenspecific offering will be set forth in a supplement to this prospectus. We may also authorize one or more prospectus supplementsfree writing prospectuses to this prospectus.be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, to,update or change or update information contained in this prospectus. The prospectus supplement may also contain important information about U.S. federal income tax consequences. You should carefully read this prospectus, together withthe applicable prospectus supplement and any related free writing prospectus, supplements and informationas well as any documents incorporated by reference, in this prospectus and any prospectus supplements, before you decide to invest.invest in any of the securities being offered. This prospectus may not be used to offer or sell anyour securities unless accompanied by a prospectus supplement.

The Company's

Our common stock is quotedtraded on The NASDAQNasdaq Global Market under the trading symbol "ANIP."Any common stock sold pursuant to this prospectus or any“ANIP”. The applicable prospectus supplement will be listed on that exchange, subject to official notice of issuance. Each prospectus supplement to this prospectus will contain information, where applicable, as to any other listing, onif any, national securities exchange of the securities covered by the applicable prospectus supplement.

We may offer and sell theour securities described in this prospectus to or through one or more underwriters, dealers orand agents, or directly to purchasers, on an immediate, continuous or delayed basis. The names of any underwriters, dealers or agents involvedand the terms of the arrangements with such entities will be stated in the saleaccompanying prospectus supplement. See the sections of anythis prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
Investing in our securities involves a high degree of risk. You should review carefully the specific mannerrisks and uncertainties referenced under the heading “Risk Factors” on page 4 of this prospectus as well as those contained in which they may be offeredthe applicable prospectus supplement and any applicable commissions or discounts will be set forth in an accompanyingrelated free writing prospectus, supplement covering the sales of those securities.

Investingand in the Company's securities involves significant risks. See "Risk Factors" beginning on page 5.

other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2017.

2020.

TABLE OF CONTENTS

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TABLE OF CONTENTS
​​​Page​
ABOUT THIS PROSPECTUS
2​​​​1​​
SPECIAL NOTEABOUT THE COMPANY
​​​​2​​
RISK FACTORS
​​​​4​​
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
2​​​​5​​
ABOUT THE COMPANY3
RISK FACTORS5
USE OF PROCEEDS
​​​​6​​
RATIODESCRIPTION OF EARNINGS TO FIXED CHARGESOUR CAPITAL STOCK
​​​​76​​
DESCRIPTION OF OUR DEBT SECURITIES
​​​​11​​
DESCRIPTION OF OUR WARRANTS
​​​​19​​
DESCRIPTION OF OUR RIGHTS
​​​​21​​
DESCRIPTION OF OUR UNITS
​​​​22​​
PLAN OF DISTRIBUTION
7​​​​23​​
DESCRIPTION OF DEBT SECURITIES9
DESCRIPTION OF PREFERRED STOCK18
DESCRIPTION OF COMMON STOCK20
DESCRIPTION OF WARRANTS21
DESCRIPTION OF RIGHTS23
DESCRIPTION OF UNITS24
EXPERTS25
LEGAL MATTERS
25​​​​24​​
EXPERTS
​​​​24​​
WHERE YOU CAN FIND MOREADDITIONAL INFORMATION
25​​​​24​​
INCORPORATION OF CERTAIN INFORMATION INCORPORATED BY REFERENCE
​​​​25​​

We are responsible for the information contained and incorporated by reference in this prospectus, in any accompanying prospectus supplement, and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus, any accompanying prospectus supplement or any free writing prospectus we may provide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

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TABLE OF CONTENTS​

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement the Companywe filed with the Securities and Exchange Commission. You should rely only on the information the Company has provided or incorporated by reference in this prospectus or any prospectus supplement. The Company has not authorized anyone to provide you with additional or different information. The Company is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the prospectus.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that the Company filed with the U.S. Securities and Exchange Commission (the "SEC"“SEC”) utilizingusing a "shelf"“shelf” registration process. Under this process, or continuous offering process, which allows the Company to offer andwe may sell any combination of the securities described in this prospectus from time to time in one or more offerings. Using this prospectus, the Company may offerofferings up to a totalan aggregate dollar amount of $350,000,000$350,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of these securities.

Certain Information by Reference.”

This prospectus only provides you with a general description of the securities the Companywe may offer. Each time the Company sellswe sell a type or series of securities pursuant tounder this registration statement and the prospectus, contained herein, the Companywe will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered. We may also authorize one or more free writing prospectuses to be provided to you that offering. Thatmay contain material information relating to these offerings. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may include additional risk factors about the Company and the terms of that particular offering. Prospectus supplementsauthorize to be provided to you may also add, to, update or change the information contained in this prospectus or in documents incorporated by reference into this prospectus. To the extent that any statement that the Company makes in aIf this prospectus supplement is inconsistent with statementsthe prospectus supplement, you should rely upon the prospectus supplement.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”
This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the statements madeapplicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, will be deemed modified or superseded by those made in suchany applicable prospectus supplement. In addition, as described in the section entitled "Where You Can Find More Information," the Company has filedsupplement and plans to continue to file other documents with the SEC that contain information about the Company and the business conducted by the Company and its subsidiaries. Before you decide whether to invest in any of these securities, you should read thisrelated free writing prospectus, the prospectus supplement that further describeswords “ANI”, “we”, “us”, “our”, the offering of these securities and the information the Company files with the SEC.

In this prospectus and any prospectus supplement, unless otherwise indicated, the terms "ANI" and "the Company"“company” or similar references refer and relate to ANI Pharmaceuticals, Inc., and its consolidated subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

subsidiaries; and the term “securities” refers collectively to our common stock, preferred stock, warrants, debt securities, or any combination of the foregoing securities.

We own various U.S. federal trademark registrations and applications and unregistered trademarks, including our corporate logo. This Prospectusprospectus and certainthe information incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),contains references to trademarks, service marks and Section 21E of the Exchange Act. Such statements include, but are not limitedtrade names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to statements about future operations, products, financial position, operating results prospects, pipelines 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 our 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 we may face with respect to importing raw materials, increased competition, acquisitions, contract manufacturing arrangements, delays or failure in obtaining product approvals from the U.S. Food and Drug Administration ("FDA"), general business and economic conditions, market trends, product 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 "Risk Factors" section in Part I, Item 1A. of the Company's most recent annual report on Form 10-K and in other cautionary statements and risks included in other reports the Company files with the SEC. All forward-looking statements in this prospectus speak only asand the information incorporated herein, including logos, artwork, and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the date madeapplicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies’ trade names, service marks or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus 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 resultproperty of new information, future events or otherwise.

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their respective owners.


1
TABLE OF CONTENTS​

ABOUT THE COMPANY

ANI Pharmaceuticals, Inc. and its consolidated subsidiaries, ANIP Acquisition Company and ANI Pharmaceuticals Canada Inc. (together, “ANI,” the “Company,” “we,” “us,” or “our”) is an integrated specialty pharmaceutical company focused on delivering value to our customers by developing, manufacturing, and marketing high quality branded and generic prescription pharmaceuticals. We focus on niche and high barrier to entry opportunities including controlled substances, anti-cancer (oncolytics), hormones and steroids, and complex formulations. We have twoOur three pharmaceutical manufacturing facilities, of which two are located in Baudette, Minnesota whichand one is located in Oakville, Ontario, are together capable of producing oral solid dose products, as well as semi-solids, liquids and topicals, controlled substances, and potent products that must be manufactured in a fully-contained environment.

Our strategy is to use our assets to develop, acquire, manufacture, and market branded and generic specialty prescription pharmaceuticals. By executing this strategy, we believe we will be able to continue to grow our business, expand and diversify our product portfolio, and create long-term value for our investors.

Products Markets and Contract Manufacturing

Products

The Company'sestablished product portfolio consists of

Our products include both branded and generic pharmaceuticals, including:

​

Generic Products

​​Branded Products​
​Aspirin and Extended Release Dipyridamole​​Arimidex​
​Bretylium Tosylate Injection, USP​​Atacand​
​Candesartan Hydrochlorothiazide​​Atacand HCT​
​Cholestyramine​​Casodex​
​Desipramine Hydrochloride​​Cortenema​
​Diphenoxylate Hydrochloride and Atropine Sulfate​​Inderal LA​
​Erythromycin Ethylsuccinate​Cortenema​Inderal XL​
​Erythromycin Ethylsuccinate for Oral Suspension​​InnoPran XL​
​Esterified Estrogen with Methyltestosterone​Inderal LA​Lithobid​
​Etodolac​Inderal XL​Reglan​
Fenofibrate​Ezetimibe-SimvastatinInnoPran XL​​Vancocin​
Flecainide​FelbamateLithobid​​​​
​Fenofibrate​​​​
​Flecainide​​​​
​Fluvoxamine​Reglan​​​
​Hydrocortisone Enema​Vancocin​​​
​Hydrocortisone Rectal Cream (1% and 2.5%)​​​​
​Indapamide​​​​
​Lithium Carbonate ER​​​​
​Mesalamine Enema​​​​
​Methazolamide​​​​
​Metoclopramide Syrup​​​​
Nilutamide​Morphine Sulfate Oral Solution​​​​
​Nilutamide​​​​
​Nimodipine​​​​
​Opium Tincture​​​​
​Oxycodone Hydrochloride Capsules​​​​
​Oxycodone Hydrochloride Oral Solution (5 mg/5 mL)​​​​
​Oxycodone Hydrochloride Oral Solution (100 mg/5 mL)​​​​
​Pindolol​​​​
​Propafenone​​​​
​Propranolol ER​​​​
​Terbutaline Sulfate​​​​
​Vancomycin​​​​
​Vancomycin Hydrochloride for Oral Solution​
Pindolol​​
Propafenone
Propranolol ER
Vancomycin​


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TABLE OF CONTENTS

Product Development Considerations

We consider a variety of criteria in determining which products to develop or acquire, all of which influencerelate to the level of potential competition and expected profitability upon product launch. These criteria include:

·Formulation Complexity. Our development and manufacturing capabilities enable us to manufacture pharmaceuticals that are difficult to produce, including highly potent, extended release, combination, and low dosage products. This ability to manufacture a variety of complex products is a competitive strength that we intend to leverage in selecting products to develop or manufacture.

·Patent Status.  We seek to develop products whose branded bioequivalents do not have long-term patent protection or existing patent challenges.

·Market Size.  When determining whether to develop or acquire an individual product, we review the current and expected market size for that product at launch, as well as forecasted price erosion upon conversion from branded to generic pricing. We endeavor to manufacture products with sufficient market size to enable us to enter the market with a strong likelihood of being able to price our product both competitively and at a profit.

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•

·Profit Potential. We research the availability and cost of active pharmaceutical ingredients in determining which products to develop or acquire. In determining the potential profit of a product, we forecast our anticipated market share, pricing, including the expected price erosion caused by competition from other generic manufacturers, and the estimated cost to manufacture the products.

·Manufacturing.  We generally seek to develop and manufacture products at our own manufacturing plants in order to maximize the capacity and utilization of our facilities, ensure quality control in our products, and maximize profit potential.

·Competition.  When determining whether to develop or acquire a product, we research the existing and expected competition. We seek to develop products for which we can obtain a sufficient market share, and may decline to develop a product if we anticipate significant competition. Our specialized manufacturing facilities provide a means of entering niche markets, such as hormone therapies, in which fewer generic companies are able to compete.

Trademark Notice

Cortenema®, Corticotrophin®, Corticotrophin-Zinc®, Inderal®Formulation Complexity.LA, Inderal®XL, InnoPran XL®, Lithobid®, Reglan®,   Our development and Vancocin®manufacturing capabilities enable us to manufacture pharmaceuticals that are registered trademarks subjectdifficult to trademarkproduce, including highly potent, extended release, combination, and low dosage products. This ability to manufacture a variety of complex products is a competitive strength that we intend to leverage in selecting products to develop or manufacture.
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Patent Status.   We seek to develop products whose branded bioequivalents do not have long-term patent protection or existing patent challenges.
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Market Size.   When determining whether to develop or acquire an individual product, we review the current and expected market size for that product at launch, as well as forecasted price erosion upon conversion from branded to generic pricing. We endeavor to manufacture products with sufficient market size to enable us to enter the market with a strong likelihood of being able to price our products both competitively and at a profit.
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•
Profit Potential.   We research the availability and cost of active pharmaceutical ingredients in determining which products to develop or acquire. In determining the potential profit of a product, we forecast our anticipated market share, pricing, including the expected price erosion caused by competition from other generic manufacturers, and the estimated cost to manufacture the products.
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Manufacturing.   We generally seek to develop and manufacture products at our own manufacturing plants in order to optimize the utilization of our facilities, ensure quality control in our products, and maximize profit potential.
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•
Competition.   When determining whether to develop or acquire a product, we research existing and expected competition. We seek to develop products for which we can obtain sufficient market share, and may decline to develop a product if we anticipate significant competition. Our specialized manufacturing facilities provide a means of entering niche markets, such as hormone therapies, in which fewer generic companies are owned by ANI Pharmaceuticals, Inc. and its consolidated subsidiaries.able to compete.

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Corporate Information

The Company’s principal executive offices are located at 210 Main Street West, Baudette, Minnesota, 56623, its telephone number is (218) 634-3500, and its website address is www.anipharmaceuticals.com. The website and the information contained therein or connected thereto are not incorporated into this prospectus. The Company’s common stock is listed on The NASDAQNasdaq Global Market under the symbol "ANIP."

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“ANIP.”


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RISK FACTORS

Investing in our securities involves a high degree of risk. Before youmaking a decision to invest in our securities, you should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement and any ofrelated free writing prospectus, and discussed under “Part I, Item 1A. Risk Factors” contained in our most recent annual report on Form 10-K and in “Part II, Item 1A. Risk Factors” in our most recent quarterly report on Form 10-Q filed subsequent to such Form 10-K, as well as any amendments thereto, which are incorporated by reference into this prospectus and the Company's securities,applicable prospectus supplement in addition to thetheir entirety, together with other information in this prospectus and the applicable prospectus supplement, the documents incorporated by reference herein and therein, and any free writing prospectus that we may authorize for use in connection with a specific offering. See “Where You Can Find Additional Information.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and any related free writing prospectus, including the information incorporated by reference herein and therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them.
Given these uncertainties, youshould carefully consider not place undue reliance on these forward-looking statements as actual events or results may differ materially from those projected in therisk forward-looking statements due to various factors, including, but not limited to, those set forth under the heading "Risk Factors"“Risk Factors” in any applicable prospectus supplement, the documents incorporated by reference therein or any free writing prospectus that we authorized. Our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements contained in Part I, Item 1Athis prospectus, in the Company's most recent Annual Report on Form 10-Kdocuments incorporated by reference herein and any risk factors disclosed under the heading "Risk Factors" in Part II, Item 1A in any Quarterly Reportprospectus supplement by these cautionary statements. These forward-looking statements speak only as of the date on Form 10-Qwhich the statements were made and are not guarantees of future performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to review any additional disclosures we make in the documents we subsequently file with the SEC that the Company files after its most recent Annual Report on Form 10-K, which are incorporated by reference intoin thisprospectus and the applicable prospectus supplement, as the same may be updated from time to time by the Company's future filings under the Exchange Act.

The risks and uncertainties the Company describes are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company orthatthe Company currently deems immaterial may also impair its business or operations. Any adverse effect on the Company's business, financial condition or operating results could result in a decline in the value of the securities and the loss of all or part of your investment.The prospectus supplement applicable to each series of securities the Company offers may contain a discussion of additional risks applicable to an investment in the Company and the securities the Company is offering under thatany prospectus supplement.

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See “Where You Can Find Additional Information.”


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USE OF PROCEEDS

Unless otherwise indicated in thea prospectus supplement, the Company willwe intend to use the net proceeds from the sale of securities offered by this prospectus primarily to research, develop, commercialize and expand its drug products; to acquire complementary businesses and technologies; andany applicable prospectus supplement for other working capital and general corporate purposes. Until we apply the proceeds from a sale of securities to their intended purposes, we may invest those proceeds in short-term, interest-bearing, investment-grade securities or hold as cash.

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DESCRIPTION OF OUR CAPITAL STOCK
General
The following is a summary of the rights of our common stock and preferred stock and certain provisions of our restated certificate of incorporation and amended and restated bylaws as they are currently in effect, which we refer to in this section as our certificate of incorporation and bylaws, respectively. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation and bylaws, copies of which have been filed with the SEC.
As of the date of this prospectus, supplement,our authorized capital stock consists of 35,781,282 shares, of which 33,333,334 shares, par value $0.0001 per share, are designated as common stock, 1,666,667 shares, par value $0.001 per share, are designated as preferred stock and 781,281 shares, par value $0.0001 per share, are designated as class C special stock. As of June 30, 2020, there were 12,315,912 shares of common stock outstanding and 10,864 shares of class C special stock outstanding. No shares preferred stock are currently outstanding.
Common Stock and Class C Special Stock
The holders of our common stock and class C special stock are entitled to one vote per share on all matters to be voted on by our stockholders and do not have any right to cumulate votes in the Company has not identifiedelection of directors. Holders of common stock and class C special stock possess exclusive voting rights, except to the extent the board of directors specifies voting power for any specific material proposed usespreferred stock that, in the future, may be issued. Subject to any preferential rights of any preferred stock created by the board of directors, holders of common stock and class C special stock are entitled to receive such dividends as may be declared by the board of directors from time to time out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, only holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and distribution of liquidation preferences of any then outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.
A holder of class C special stock is entitled, in accordance with and subject to the provisions of our certificate of incorporation, to acquire common stock by tendering any of the anticipated proceeds.

The amountsclass C special stock held and timingregistered in such holder’s name together with the common stock purchase price as set forth in our certificate of any expenditures will vary depending on:incorporation on the type, number, costs, and resultsbasis of the product candidate development programs which the Company is pursuing or may choose to pursue in the future; the scope, progress, expansion, costs, and resultsone common stock for each share of its clinical trials; competitive and technological developments;class C special stock and the rate of growth, if any, of its business. Accordingly, unless otherwise indicated in the prospectus supplement, the Company's management will have significant flexibility in applying the net proceeds of the offerings,common stock purchase price.

Stock Exchange Listing
Our common stock is listed on The Nasdaq Global Market. The trading symbol for our common stock is “ANIP.”
Transfer Agent and investors will be relying on the judgment of the Company's management regarding the application of these net proceeds. Pending the application of the net proceeds, the Company intends to invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.

RATIO OF EARNINGS TO FIXED CHARGES

If the Company offers debt securities and/or preference equity securities under this prospectus, then the Company will, if required at that time, provide a ratio of earnings to fixed charges and/or ratio of combined fixed chargesRegistrar

The transfer agent and preference dividends to earnings, respectively, in the applicable prospectus supplementregistrar for such offering.

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PLAN OF DISTRIBUTION

our common stock is Continental Stock Transfer & Trust Company. The Company may sell the securities being offered by it in this prospectus pursuant to underwritten public offerings, negotiated transactions, block trades or any combination of such methods. The Company may sell the securities to or through underwriters, dealers, agents or directly to one or more purchasers. The Companytransfer agent and registrar’s address is 1 State Street, 30th Floor, New York, NY 10004-1561, and its agents reservetelephone number is (212) 509-4000.

Preferred Stock
Our board of directors has the rightauthority, without further action by our stockholders, to accept and to reject in whole or in part any proposed purchaseissue shares of securities. A prospectus supplement or post-effective amendment, which the Company will file each time the Company effects an offering of any securities, will provide the names of any underwriters, dealers or agents, if any, involved in the sale of such securities, and any applicable fees, commissions, or discounts to which such persons shall be entitled to in connection with such offering.

The Company and its agents, dealers and underwriters, as applicable, may sell the securities being offered by the Company in this prospectuspreferred stock from time to time in one or more transactions at:

·a fixed price or prices, which may be changed;

·market prices prevailing at the time of sale;

·prices related to such prevailing market prices;

·varying prices determined at the time of sale; or

·negotiated prices.

series and to fix the number of shares constituting each series of preferred stock and the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution of the board of directors, any or all of which may be greater than or senior to the rights of the common stock. The Company may determineissuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive


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dividend payments or payments upon liquidation. Such issuance could have the effect of decreasing the market price of the common stock. The issuance of preferred stock or even the ability to issue preferred stock could also have the effect of discouraging a takeover or other termstransaction which holders of some, or a majority, of such shares might believe to be in their best interests or in which holders of some, or a majority, of such shares might receive a premium for their shares over the then-market price of such shares.
Prior to the issuance of shares of a series of preferred stock, our board of directors will adopt resolutions and file a certificate of designation with the SEC. The certificate of designation will fix for each series the designation and number of shares and the rights, preferences, privileges and restrictions of the securities offered under this prospectus by useshares including, but not limited to, the following:
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the maximum number of an electronic auction. The Companyshares in the series and the distinctive designation;
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voting rights, if any, of the preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation applicable to the preferred stock;
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whether dividends are cumulative or non-cumulative, and if cumulative, the date from which dividends on the preferred stock will describe how any auctionaccumulate;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs;
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the terms and conditions, if applicable, upon which the preferred stock will determine the pricebe convertible into common stock, another series of preferred stock, or any other class of securities being registered hereby, including the conversion price (or manner of calculation) and conversion period;
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the provision for redemption, if applicable, of the preferred stock;
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the provisions for a sinking fund, if any, for the preferred stock;
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liquidation preferences;
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and
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any other specific terms, how potential investorspreferences, rights, limitations or restrictions of the preferred stock.
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There will be no limitation or restriction on any variation between any of the different series of preferred stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of preferred stock may, participateexcept as otherwise expressly provided in any prospectus supplement, document incorporated by reference or any free writing prospectus, as applicable, vary in any and all respects as fixed and determined by the resolution or resolutions of our board of directors or any committee thereof, providing for the issuance of the various series; provided, however, that all shares of any one series of preferred stock will have the same designation, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions.
Except as otherwise required by law, or as otherwise fixed by resolution or resolutions of our board of directors with respect to one or more series of preferred stock, the entire voting power and all voting rights will be vested exclusively in the auctioncommon stock.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Our certificate of incorporation and our bylaws contain certain provisions that could have the effect of delaying, deterring or preventing another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate more favorable terms with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.

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Undesignated preferred stock
As discussed above, our board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.
Limits on ability of stockholders to call a special meeting
Our bylaws provide that special meetings of the stockholders may be called only by the chairman of the board, the president and chief executive officer, the chief financial officer or the board of directors. Stockholders may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.
Requirements for advance notification of stockholder nominations and proposals
Our bylaws establish advance notice procedures with respect to stockholder proposals and the naturenomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
No cumulative voting
Our certificate of incorporation and bylaws do not provide for cumulative voting in the election of directors. Cumulative voting allows a stockholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision regarding a takeover.
Delaware anti-takeover statute
We are subject to the provisions of Section 203 of the underwriters’ obligationsDGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:
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prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the applicable prospectus supplement or amendment.

The Company may solicit directly offers to purchase securities. The Company may also designate agents from time to time to solicit offers to purchase securities. Any agentstockholder becoming an interested stockholder;

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upon completion of the transaction that the Company designates, who may be deemed to be an underwriter as that term is definedresulted in the Securities Act, may then resell such securities tostockholder becoming an interested stockholder, the publicinterested stockholder owned at varying prices to be determined by such agentleast 85% of the voting stock of the corporation outstanding at the time of resale.

The Company may engage in the transaction commenced, calculated as provided under Section 203; or

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at or subsequent to the market offeringsdate of the Company's common stock. Antransaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the market offering is an offeringaffirmative vote of at least two-thirds of the Company's commonoutstanding voting stock atwhich is not owned by the interested stockholder.
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Generally, a business combination includes a merger, asset or stock sale, or other than a fixed price to or through a market maker. The Company shall name any underwriter that the Company engages for an at the market offeringtransaction resulting in a post-effective amendmentfinancial benefit to the registration statement containing this prospectus. The Company shall also describe any additional details of the Company's arrangementinterested stockholder. An interested stockholder is a person who, together with such underwriter, including commissionsaffiliates and associates, owns or, fees paid, or discounts offered, by the Company and whether such underwriter is acting as principal or agent, in the related prospectus supplement.

If the Company uses underwriters to sell securities, the Company will enter into an underwriting agreement with the underwriters at the time of the sale to them, which agreement shall be filed as an exhibitwithin three years prior to the related prospectus supplement. Underwriters may also receive commissions from purchasersdetermination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the securities. Underwriters may also use dealersexistence of this provision to sell securities. In suchhave an event, the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.

Underwriters, dealers, agents and other persons may be entitled, under agreements that may be entered into with the Company, to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act or to contributionanti-takeover effect with respect to payments which theytransactions our board of directors does not approve in advance. We anticipate that Section 203 may be required to makealso discourage attempts that might result in respect of such liabilities. Underwriters and agents may engage in transactions with, or perform servicesa premium over the market price for the Companyshares of common stock held by stockholders.


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These provisions of Delaware law and of our certificate of incorporation and bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the ordinary coursemarket price of business.

If so indicatedour common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in the applicable prospectus supplement, the Company may authorize underwriters, dealers or other personsour management. It is possible that these provisions could make it more difficult to solicit offers by certain institutions to purchase the securities offered by the Company under this prospectus pursuant to contracts providing for payment and delivery on a future date or dates. The obligations of any purchaser under these contracts will be subject only to those conditions described in the applicable prospectus supplement, and the prospectus supplement will set forth the priceaccomplish transactions that stockholders might otherwise deem to be paid for securities pursuant to those contracts and the commissions payable for solicitation of the contracts.

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in their best interests.


Any underwriter may engage in over-allotment, stabilizing and syndicate short covering transactions and penalty bids in accordance with Regulation M of the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions involve bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate short covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim selling concessions from dealers when the securities originally sold by such dealers are purchased in covering transactions to cover syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it would otherwise be. These transactions, if commenced, may be discontinued by the underwriters at any time.

The Company's common stock is quoted on The NASDAQ Global Market under the trading symbol "ANIP." The other securities are not listed on any securities exchange or other stock market and, unless the Company states otherwise in the applicable prospectus supplement, the Company does not intend to apply for listing of the other securities on any securities exchange or other stock market. Any underwriters to whom the Company sells securities for public offering and sale may make a market in the securities that they purchase, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Accordingly, the Company gives you no assurance as to the development or liquidity of any trading market for the securities.

The anticipated date of delivery of the securities offered hereby will be set forth in the applicable prospectus supplement relating to each offering.

In order to comply with certain state securities laws, if applicable, the securities may be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the securities may not be sold unless the securities have been registered or qualified for sale in such state or an exemption from regulation or qualification is available and is complied with. Sales of securities must also be made by the Company in compliance with all other applicable state securities laws and regulations.

The Company shall pay all expenses of the registration of the securities.

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DESCRIPTION OF OUR DEBT SECURITIES

We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in anthe applicable prospectus supplements.supplement. The terms of any debt securities offered under any applicablea prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

We will issue the debt securities under the indentureone or more separate indentures that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed thea form of indenture under which debt securities may be issued from time to time as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the Securities and Exchange Commission, or the SEC.

The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read anythe applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

The debt securities will represent unsecured general obligations of the Company, unless otherwise provided in the applicable offering material.
In this section of the prospectus, the term “the Company” refers only to ANI Pharmaceuticals, Inc. and not to any of its subsidiaries.
General

The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of allThe prospectus supplement, documents incorporated by reference, or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designedfree writing prospectus with respect to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.

We may issuewill set forth the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics orfollowing terms of the debt securities. One or moresecurities offered pursuant thereto as applicable:

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the title and series of such debt securities;
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any limit upon the aggregate principal amount of such debt securities mayof such series;
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whether such debt securities will be variablein global or other form;
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the date or dates and method or methods by which principal and any premium on such debt securities is payable;
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the interest rate or rates (or method by which such rate will be determined), if any;
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the dates on which any such interest will be payable and the method of payment;
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whether and under what circumstances any additional amounts are payable with respect to such debt securities;
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the notice, if any, to holders of such debt securities regarding the determination of interest on a floating rate debt securities that may be exchanged for fixed rate debt securities. Material U.S. federal income tax considerations applicable tosecurity;
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the basis upon which interest on such debt securities issued with OIDshall be calculated, if other than that of a 360 day year of twelve 30-day months;
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the place or places where the principal of and interest or additional amounts, if any, on such debt securities will be described in more detail in payable;
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any applicable prospectus supplement.

We will comply with Section 14(e) underredemption or sinking fund provisions, or the Exchange Act to the extent applicable, andterms of any other tender offer rules under the Exchange Act, which may then be applicable, in connection with any obligation we may have to purchase debt securitiesrepurchase at the option of the holder of the debt securities;

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the denominations of such debt securities, if other than $1,000 and integral multiples thereof;
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any rights of the holders thereof. Anyof such obligation applicabledebt securities to a seriesconvert the debt securities into and/or exchange the debt securities for, other securities, cash or other property;
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the terms, if any, on which payment of principal or any premium, interest or additional amounts on such debt securities will be describedpayable in a currency other than U.S. dollars;
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the terms, if any, applicable prospectus supplements.

Any applicable prospectus supplement relating to a seriesby which the amount of payments of principal or any premium, interest or additional amounts on such debt securities being offeredmay be determined by reference to an index, formula, financial or economic measure or other methods;

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if other than the principal amount thereof, the portion of the principal amount of such debt securities that will containbe payable upon declaration of acceleration of the followingmaturity thereof or the method by which such portion is to be determined;
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any events of default or covenants in addition to or in lieu of those described herein and remedies therefor;
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whether such debt securities will be subject to defeasance or covenant defeasance;
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the terms, if applicable:

·the title of the series of debt securities and the ranking;

·the aggregate principal amount and any limit on that amount;

·the price at which the debt securities will be issued;

·the date on which the debt securities mature;

·the fixed or variable rate at which the debt securities will bear interest, or the method by which the rate shall be determined;

·the timing, place and manner of making principal, interest and any premium payments on the debt securities, and, if applicable, where the debt securities may be surrendered for registration of transfer or exchange;

·the date or dates, if any, after which the debt securities may be converted or exchanged into or for our common stock or another company’s securities or property or cash, and the terms of any such conversion or exchange;

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any, upon which such debt securities are to be issuable upon the exercise of warrants, units or rights;

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·any redemption or early repayment provisions;

·any sinking fund or similar provisions;

·the authorized denominations;

·any applicable subordination provisions;

·any guarantees of the securities by our subsidiaries or others;

·the currency in which we will pay the principal, interest and any premium payments on the debt securities;

·whether the amount of payments of principal of (and premium, if any) or interest, if any, on the debt securities may be determined with reference to an index, formula or other method and the manner in which the amounts shall be determined;

·the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

·the time period within which, the manner in which and the terms and conditions upon which the purchaser of the securities can select the payment currency;

·the provisions, if any, granting special rights to the holders of debt securities upon certain events;

·any additions to or changes in the events of default or covenants with respect to the debt securities, and any change in the right of the trustee or the holders, from those described in this prospectus, to declare principal, premium and interest to be due and payable;

·additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;

·additions to or changes in the provisions relating to satisfaction and discharge of the indenture;

·additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

·whether and under what circumstances we will pay any additional amounts on the debt securities for any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities instead of paying those amounts;

·the form (registered and/or bearer securities), any restrictions applicable to the offer, sale or delivery of bearer securities and the terms, if any, upon which bearer securities may be exchanged for registered securities and vice versa;

·the date of any bearer securities or any global security, if other than the date of original issuance of the first security of the series to be issued;

·the person to whom and manner in which any interest shall be payable;

·whether the securities will be issued in whole or in part in the form of one or more global securities;

·the identity of the depositary for global securities;

·whether a temporary security is to be issued with respect to the series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;

·the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities and the terms upon which exchanges may be made;

·the securities exchange(s), if any, on which the securities will be listed;

·whether any underwriter(s) will act as market maker(s) for the securities;

·the form (certificated or book-entry);

·the form and/or terms of certificates, documents or conditions which may be necessary, if any, for the debt securities to be issuable in final form; and

·additional terms not inconsistent with the provisions of the indenture.

•
any trustees and any authenticating or paying agents or registrars or any other agents with respect to such debt securities;
​
•
whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
​
•
whether such debt securities will be guaranteed and the terms thereof;
​
•
whether such debt securities will be secured by collateral and the terms of such security; and
​
•
any other specific terms of such debt securities and any other deletions from or additions to or modifications of the indenture with respect to such debt securities.
​
Debt securities may be soldpresented for exchange, conversion or transfer in the manner, at the places and subject to the restrictions set forth in the debt securities and the applicable offering material. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the indenture.
The indenture does not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a substantial discounthighly leveraged transaction or a change in control of the Company, except to the limited extent described below their statedunder “— Consolidation, Merger and Sale of Assets.”
Modification and Waiver
The indenture provides that supplements to the indenture may be made by the Company and the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner the rights of the holders of debt securities of a series under the indenture or the debt securities of such series, with the consent of the holders of a majority (or such greater amount as is provided for a particular series of debt securities) in principal amount bearingof the outstanding debt securities issued under such indenture that are affected by the supplemental indenture, voting as a single class; provided that no such supplemental indenture may, without the consent of the holder of each such debt security affected thereby, among other things:
(a)
change the stated maturity of the principal of, or any premium, interest or interest at aadditional amounts on, such debt securities, or reduce the principal amount thereof, or reduce the rate which ator extend the time of issuance is below market rates.

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payment of interest or any additional amounts thereon, or reduce any premium payable on

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Conversion


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redemption thereof or Exchange Rights

We will set forth in any applicable prospectus supplementotherwise, or reduce the terms on which a seriesamount of the principal of debt securities mayissued with original issue discount that would be convertible intodue and payable upon an acceleration of the maturity thereof or exchangeable for our common stockthe amount thereof provable in bankruptcy, or our other securities. We will includechange the redemption provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory,adversely affect the right of repayment at the option of the holder, or at our option. We may include provisions pursuant tochange the place of payment or currency in which the numberprincipal of, sharesor any premium, interest or additional amounts with respect to any debt security is payable, or impair or affect the right of ourany holder of debt securities to institute suit for the payment after such payment is due;

(b)
reduce the percentage in principal amount of outstanding debt securities of any series, the consent of the holders of which is required for any such supplemental indenture, or the consent of whose holders is required for any waiver, or reduce the requirements for quorum or voting;
​
(c)
modify any of the provisions of the sections of such indenture relating to supplemental indentures with the consent of the holders, waivers of past defaults or waivers of certain provisions or covenants, except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of each holder affected thereby; or
​
(d)
make any change that adversely affects the right to convert or exchange any security into or for common stock or our other securities, thatcash or other property in accordance with the holdersterms of the applicable debt security.
​
The indenture provides that a supplemental indenture that changes or eliminates any covenant or other provision of the indenture that has expressly been included solely for the benefit of one or more particular series of debt securities, receive wouldor that modifies the rights of the holders of such series with respect to such covenant or other provision, shall be subjectdeemed not to adjustment.

Consolidation, Merger or Sale

Except as set forth in any applicable prospectus supplement,affect the rights under the indenture will provide that we shall not consolidate with, or sell, assign, transfer, lease or convey all or substantially all of our assets to, or merge into, another business entity, unless:

·we are the surviving entity or, in the event that we are not the surviving entity, the entity formed by the transaction (in a consolidation) or the entity which received the transferthe holders of assets is organized under the laws of any state of the United States or the District of Columbia and that the entity assumes all of our obligations under the debt securities and the indenture; and

·immediately after giving effect to the transaction, no event of default, as defined in the indenture, shall have occurred and be continuing.

Notwithstanding the foregoing, we may merge with another business entity or acquire by purchase or otherwise all or any part of the property or assets of any other companyseries.

The indenture provides that the Company and the trustee may, without the consent of the holders of any series of debt securities issued thereunder, enter into additional supplemental indentures for one of the following purposes:
(a)
to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in such indenture and in the debt securities issued thereunder;
​
(b)
to add to the covenants of the Company for the benefit of the holders of any series of debt securities issued thereunder or to surrender any right or power conferred on the Company pursuant to the indenture;
​
(c)
to establish the form and terms of debt securities issued thereunder;
​
(d)
to evidence and provide for a transactionsuccessor trustee under such indenture with respect to one or more series of debt securities issued thereunder or to provide for or facilitate the administration of the trusts under such indenture by more than one trustee;
​
(e)
to cure any ambiguity, to correct or supplement any provision in which we are the surviving entity.

Eventsindenture that may be defective or inconsistent with any other provision of Default

Unless otherwise specifiedthe indenture or to make any other provisions with respect to matters or questions arising under such indenture; provided that no such action pursuant to this clause (e) shall adversely affect the interests of the holders of any series of debt securities issued thereunder in any applicable prospectus supplement,material respect;

​
(f)
to add to, delete from or revise the following areconditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of securities under the indenture;
​
(g)
to add any additional events of default with respect to all or any series of debt securities;
​
(h)
to supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge of any series of debt securities, provided that such action does not
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adversely affect the interests of any holder of an outstanding debt security of such series or any other security in any material respect;
(i)
to make provisions with respect to the conversion or exchange rights of holders of debt securities of any series;
​
(j)
to convey, transfer, assign, mortgage or pledge to the trustee as security for the debt securities of any series any property or assets;
​
(k)
to add guarantees in respect of the debt securities of one or more series;
​
(l)
to change or eliminate any of the provisions of the indenture, provided that any such change or elimination become effective only when there is no security of any series outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
​
(m)
to provide for certificated securities in addition to or in place of global securities;
​
(n)
to qualify such indenture under the Trust Indenture Act of 1939, as amended;
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(o)
with respect to the debt securities of any series, to conform the text of the indenture or the debt securities of such series to any provision of the description thereof in the Company’s offering memorandum or prospectus relating to the initial offering of such debt securities, to the extent that such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation of a provision of the indenture or such securities; or
​
(p)
to make any other change that does not adversely affect the rights of holders of any series of debt securities issued thereunder in any material respect.
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Events of Default
Unless otherwise provided in any applicable prospectus supplement, documents incorporated by reference or free writing prospectus, the following will be events of default under the indenture:

·failure to pay principal of any debt security of thatindenture with respect to each series when due and payable at maturity, upon acceleration, redemption or otherwise;

·failure to pay any interest on any debt security of that series when due, and the default continues for 30 days;

·failure to make sinking fund payments when due;

·failure to comply with any covenant or warranty contained in the indenture, other than covenants or warranties contained in the indenture solely for the benefit of other series of debt securities, and the default continues for 30 days after notice from the trustee or the holders of at least 25% in principal amount of the then outstanding debt securities of that series;

·certain events of bankruptcy, insolvency or reorganization; and

·any other event of default provided with respect to that particular series of debt securities.

If an event of debt securities issued thereunder:

(a)
default occursfor 30 days in the payment when due of interest on, or any additional amount in respect of, any series of debt securities;
​
(b)
default in the payment of principal of or any premium on any series of the debt securities outstanding under the indenture when due and continues, then uponpayable;
​
(c)
default in the deposit, if any, of any sinking fund payment when and as due by the terms of any debt security of such series, subject to any cure period that may be specified in any debt security of such series;
​
(d)
failure by the Company for 60 days after receipt by written notice to usfrom the trustee or theupon instruction from holders of at least 25% in principal amount of the then outstanding debt securities of such series to comply with any of the other agreements in the indenture and stating that such notice is a “Notice of Default” under the indenture; provided, that if such failure cannot be remedied within such 60-day period, such period shall be automatically extended by another 60 days so long as (i) such failure is subject to cure and (ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the indenture that results from a change in generally accepted accounting principles shall not be deemed to be an event of default;
​
(e)
certain events of bankruptcy, insolvency or reorganization of the Company; and
​
(f)
any other event of default provided in a supplemental indenture with respect to a particular series of debt securities, provided that any event of default that results from a change in generally accepted accounting principles shall not be deemed to be an event of default.
​
In case an event of default specified in clause (a) or (b) above shall occur and be continuing with respect to any series of debt securities, holders of at least 25%, and in case an event of default specified in

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any clause other than clause (a), (b) or (e) above shall occur and be continuing with respect to any series of debt securities, holders of at least a majority in aggregate principal amount of the debt securities of such series then outstanding may declare the unpaid principal amount(or, in the case of and any accrued and unpaid interest on, alldiscounted debt securities, the amount specified in the terms thereof) of thatsuch series to be due and payable. If an event of default described in (e) above shall occur and be continuing then the principal amount (or, in the case of discounted debt securities, the amount specified in the terms thereof) of all the debt securities outstanding shall be and become due and payable immediately. However, atimmediately, without notice or other action by any time after a declarationholder or the trustee, to the full extent permitted by law. Any past or existing default or event of accelerationdefault with respect to particular series of debt securities of any series has been made,under such indenture may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of thatsuch series, may rescind and annulexcept in each case a continuing default (1) in the acceleration:

·if all events of default other than the nonpayment of principal of or interest on the debt securities of that series which have become due solely because of the acceleration have been waived or cured; and

·the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to waiver of defaults, see “Modification of Indenture; Waiver” below.

payment of the principal of, any premium or interest on, or any additional amounts with respect to, any debt security of such series, or (2) in respect of a covenant or provision which cannot be modified or amended without the consent of each holder affected thereby.

The indenture will provideprovides that subjectthe trustee may withhold notice to the dutyholders of any default with respect to any series of debt securities (except in payment of principal of or interest or premium on, or sinking fund payment in respect of, the debt securities) if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee during an eventand/or responsible officers of default to act with the required standard of care, the trustee willin good faith determine that the withholding of such notice is in the best interest of the holders of securities of such series.
The indenture contains a provision entitling the trustee to be under no obligationindemnified by the holders before proceeding to exercise any of its rightstrust or powerspower under the indenture at the request or direction of any of the holders, unless the holders shall have offered to the trustee reasonable security or indemnity. Subject to certain provisions, including those requiring security or indemnification of the trustee,such holders. The indenture provides that the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series.

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We will be required to furnish to the trustee under the indenture annually a statement as to the performance by us of our obligations under that indenture and as to any default in our performance.

Modification of Indenture; Waiver

Subject to certain exceptions, the terms of the indenture or the debt securities may be amended or supplemented by us and the trustee with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the amendment with each series voting as a separate class. Without the consent of any holder of the debt securities, we and the trustee may amend the terms of the indenture or the debt securities to:

·cure any ambiguity, defect or inconsistency;

·provide for the assumption of our obligations to holders of the debt securities by a successor corporation;

·provide for uncertificated debt securities in addition to certificated debt securities;

·make any change that does not adversely affect the rights of any holder of the debt securities in any material respect;

·add to, change or eliminate any other provisions of the indenture in respect of one or more series of debt securities if the change would not (i) apply to any security of any series created prior to the execution of a supplemental indenture and entitled to the benefit of the provision, and (ii) modify the rights of the holder of any security or would become effective only when there is no outstanding security of any series created prior to the execution of the supplemental indenture and entitled to the benefits of the provisions proposed to be changed;

·establish any additional series of debt securities; or

·comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act.

However, holders of each series of debt securities affected by a modification must consent to modifications that have the following effect:

·reduce the principal amount of the debt securities;

·reduce the rate or change the time for payment of interest;

·change the fixed maturity date;

·change the date on which any debt security may be subject to redemption or repurchase, or reduce the redemption or repurchase price;

·make any debt security payable in currency other than that stated in the debt security;

·waive any existing default or event of default and the resulting consequences;

·modify the right of any holder to receive payment of principal or interest on any debt security;

·impair the right of any holder to institute suit for the enforcement of any payment due; or

·make any change in the foregoing amendment provisions which require each holder’s consent.

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Any existing default may be waived with the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of the series affected. The consent of the holders of debt securities is not necessary to approve the particular form of any proposed amendment to any indenture. It is sufficient if any consent approves the substance of the proposed amendment.

Covenants

Except as permitted under “Consolidation, Merger or Sale” the indenture will require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights (declaration and statutory) and franchises; provided, however, that we shall not be required to preserve any right or franchise if we determine that the right or franchise is no longer desirable in the conduct of our business and that the loss of the right or franchise is not disadvantageous in any material respect to the holders of the debt securities.

The indenture will require us to pay or discharge or cause to be paid or discharged, before payment becomes delinquent, all taxes, assessments and governmental charges levied or imposed upon us, except any tax, assessment, charge or claim the amount or applicability of which is being contested in good faith.

Reference is made to the indenture and applicable prospectus supplement for information with respect to any additional covenants specific to a particular series of debt securities.

Discharge

Except as otherwise set forth in any applicable prospectus supplement, we may terminate our obligations under the debt securities of any series, and the corresponding obligations under the indenture when:

·we have paid or deposited with the trustee funds or United States government obligations in an amount sufficient to pay at maturity all outstanding debt securities of the series, including interest other than destroyed, lost or stolen debt securities of the series which have not been replaced or paid;

·all outstanding debt securities of the series have been delivered (other than destroyed, lost or stolen debt securities of the series which have not been replaced or paid) to the trustee for cancellation; or

·all outstanding debt securities of any series have become due and payable; and

·we have paid all other sums payable under the indenture.

In addition, we will have the option to terminate substantially all our obligations under the debt securities of any series and the corresponding obligations under the indenture, and we may exercise that option if:

·we have paid or deposited with the trustee, in trust an amount of cash or United States government obligations sufficient to pay all outstanding principal of and interest on the then outstanding debt securities of the series at maturity or upon their redemption, as the case may be;

·the deposit will not result in a breach of, or constitute a default under, the indenture;

·no default or event of default shall have occurred and continue on the date of deposit and no event of default as a result of a bankruptcy or event which with the giving of notice or the lapse of time would become a bankruptcy event of default shall have occurred and be continuing on the 91st day after that date;

·we deliver to the trustee a legal opinion that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that the holders of the debt securities of the series will not recognize income, gain or loss for Federal income tax purposes as a result of our exercise of our option and shall be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if we did not exercise our option; and

·certain other conditions are met.

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We will have the option to be released from our obligations with respect to the covenants to deliver reports required to be filed with the SEC and an annual compliance certificate, and to make timely payments of taxes (including covenants described in an applicable prospectus supplement), and any event of default occurring because of a default with respect to the covenants as they related to any series of debt securities, and we may exercise that option if:

·we deposit or cause to be deposited with the trustee in trust an amount of cash or United States government obligations sufficient to pay and discharge when due the entire unpaid principal of and interest on all outstanding debt securities of any series;

·the deposit will not result in a breach of, or constitute a default under, the indenture;

·no default or event of default shall have occurred and be continuing on the date of deposit and no event of default as a result of a bankruptcy or event which with the giving of notice or the lapse of time would become a bankruptcy event of default shall have occurred and be continuing on the 91st day after that date;

·we deliver to the trustee a legal opinion that the holders of the debt securities of the series will not recognize income, gain or loss for Federal income tax purposes as a result of our exercise of our option and shall be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if we did not exercise our option; and

·certain other conditions are met.

Upon satisfaction of the applicable conditions, our obligations under the indenture with respect to the debt securities of the series, other than with respect to the covenants and events of default referred to above, shall remain in full force and effect.

Notwithstanding the foregoing, no discharge or defeasance described above shall affect the following obligations to or rights of the holders of any series of debt securities:

·rights of registration of transfer and exchange of debt securities of the series;

·rights of substitution of mutilated, defaced, destroyed, lost or stolen debt securities of the series;

·rights of holders of debt securities of the series to receive payments of principal thereof and premium, if any, and interest thereon when due;

·rights, obligations, duties and immunities of the trustee;

·rights of holders of debt securities of the series as beneficiaries with respect to property deposited with the trustee and payable to all or any of them; and

·our obligations to maintain an office or agency in respect of the debt securities of the series.

Form, Exchange and Transfer

We expect payment of principal, premium, if any, and any interest on the debt securities to be payable, and the exchange and the transfer of debt securities will be registrable, at the office of the trustee or at any other office or agency we maintain for that purpose. We expect to issue debt securities in denominations of U.S. $1,000 or integral multiples of $1,000. No service charge will be made for any registration of transfer or exchange of the debt securities, but we may require a payment to cover any tax or other governmental charges payable in connection with an exchange or transfer.

A holder of debt securities may transfer or exchange those debt securities in accordance with the indenture. The registrar for the debt securities may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture. The registrar is not required to transfer or exchange any debt security selected for redemption or any debt security for a period of 15 days before a selection of debt security to be redeemed. The registered holder of a debt security may be treated as the owner of the security for all purposes.

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We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

Replacement Securities

Any mutilated certificate representing a debt security or a certificate representing a debt security with a mutilated coupon will be replaced by us at the expense of the holder upon surrender of the certificate to the trustee. Certificates representing debt securities or coupons that become destroyed, stolen or lost will be replaced by us at the expense of the holder upon delivery to us and the trustee of evidence of any destruction, loss or theft satisfactory to us and the trustee, provided that neither we nor the trustee has been notified that the certificate or coupon has been acquired by a bona fide purchaser. In the case of any coupon which becomes destroyed, stolen or lost, the coupon will be replaced by issuance of a new certificate representing the debt security in exchange for the certificate representing the debt security to which the coupon appertains. In the case of a destroyed, lost or stolen certificate representing the debt security or coupon, an indemnity bond satisfactory to the trustee and us may be required at the expense of the holder of the debt security before a replacement certificate will be issued.

Information Concerning the Trustee

We will identify in any applicable prospectus supplement relating to any series of debt securities the trustee with respect to the series. The indenture and the Trust Indenture Act contain certain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any the claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates; but if the trustee acquires any conflicting interest, as defined in the Trust Indenture Act, it must eliminate the conflict or resign.

The holders of a majority inaggregate principal amount of the then outstanding debt securities of any series will have the right tomay direct the time, method and place of conducting any proceedingproceedings for exercising any remedy available to the trustee. The Trust Indenture Act and the indenture provide that in case an eventtrustee or of default occurs is continuing,exercising any trust or power conferred upon the trustee will be required, inwith respect to the exercisedebt securities of its rights and powers, to use the degree of care and skill of a prudent man in the conduct of his own affairs. Subject to those provisions,such series; provided, however, that the trustee willmay decline to follow any such direction if, among other reasons, the trustee determines in good faith that the actions or proceedings as directed may not lawfully be under no obligationtaken or would be unduly prejudicial to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities unless they have offered to the trustee indemnity satisfactory to it.

Global Debt Securities

Unless we indicate otherwiseof such series not joining in the applicable prospectus supplement, the following provisions will apply to all debt securities.

such direction. The debt securitiesright of a series may be issued in whole or in part in the form of one or more global securities that will be deposited withholder to institute a depositary that we will identify in an applicable prospectus supplement. Each global security will be deposited with the depositary and will bear a legend regarding any related restrictions or other matters as may be provided for pursuant to the applicable indenture.

Unless an applicable prospectus supplement states otherwise, no global security may be transferred to, or registered or exchanged for, debt securities registered in the name of, any person or entity other than the depositary, unless:

·the depositary has notified us that it is unwilling or unable or is no longer qualified to continue as depositary;;

·we order the trustee that the global security shall be so transferable, registrable and exchangeable, and the transfers shall be registrable; or

·other circumstances, if any, as may be described in the applicable prospectus supplement

All debt securities issued in exchange for a global security or any portion of a global security will be registered in those names as the depositary may direct. The specific terms of the depositary arrangementproceeding with respect to any portion of a series of debt securities to be represented by a global security will be describedsubject to certain conditions precedent including, without limitation, that in case of an applicable prospectus supplement.

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Debt securities which are to be represented by a global security to be deposited withevent of default specified in clause (a), (b) or on behalf of a depositary will be represented by a global security registered in the name(e) of the depositaryfirst paragraph above under “— Events of Default,” holders of at least 25%, or its nominee. Upon the issuancein case of an event of default other than specified in clause (a), (b) or (e) of the global security, and the depositfirst paragraph above under “— Events of the global security with the depositary, the depositary will credit, on its book-entry registration and transfer system, the respectiveDefault”, holders of at least a majority, in aggregate principal amountsamount of the debt securities represented byof such series then outstanding make a written request upon the global securitytrustee to exercise its powers under such indenture, indemnify the accountstrustee and afford the trustee reasonable opportunity to act. Notwithstanding the foregoing, the holder has an absolute right to receipt of institutions that have accounts with the depositary or its nominee, or the Participants. The accounts to be credited will be designated by the underwriters or agentsprincipal of, premium, if any, and interest when due on the debt securities, to require conversion of debt securities if such indenture provides for convertibility at the option of the holder and to institute suit for the enforcement thereof.

Consolidation, Merger and Sale of Assets
The indenture provides that the Company may not directly or by us, ifindirectly consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and properties and the assets and properties of its subsidiaries (taken as a whole) to another person in one or more related transactions unless the successor person is a person organized under the laws of any domestic jurisdiction and assumes the Company’s obligations on the debt securities are offeredissued thereunder, and sold directly by us.

Ownershipunder the indenture, and after giving effect thereto no event of beneficial interests in a global security willdefault, and no event that, after notice or lapse of time or both, would become an event of default, shall have occurred and be limited to Participants or persons that may hold interests through Participants. Ownership of beneficial interests in a global security will be shown on,continuing, and the transfer of that ownership interest will be effected only through, records maintained by the depositary or its nominee for the global security or by Participants or persons that hold through Participants.

The laws of some jurisdictions require that certain purchasersother conditions are met.

Certain Covenants
Payment of securities take physical delivery ofPrincipal, any Premium, Interest or Additional Amounts.   The Company will duly and punctually pay the securities in certificated form. Those laws may impair the ability to transfer beneficial interests in global securities.

So long as the depositary, or its nominee, is the registered owner of a global security, the depositary or the nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the indenture. Payment of principal of, and premium and interest ifon or any onadditional amounts payable with respect to, any debt securities of any series in accordance with their terms.


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Maintenance of Office or Agency.   The Company will be maderequired to the depositarymaintain an office or its nominee as the registered owner or bearer as the case may beagency in each place of the global security representing thepayment for each series of debt securities. Each person owning a beneficial interest in a global security must rely on the procedures of the depositarysecurities for notice and if the person is not a Participant, on the procedures of the Participant through which the person owns its interest, to exercise any rights of a holder under the indenture. If we request any action of holders or if an owner of a beneficial interest in a global security desires to give any notice or take any action a holder is entitled to give or take under the indenture, the depositary will authorize the Participants to give the notice or take the action,demand purposes and Participants would authorize beneficial owners owning through the Participants to give the notice or take the action or would otherwise act upon the instructions of beneficial owners owning through them.

The rights of any holder of a debt security to receive payment of principal and premium of, if any, and interest, on or after the respective due dates expressed or provided for in the debt security, or to institute suit for the enforcementpurposes of anypresenting or surrendering debt securities for payment, onregistration of transfer, or after the applicable date, shall not be impaired or affected without the consent of the holders.

Neither we, the trustee,exchange.

Reports.   So long as any paying agent nor the security registrar for a debt security will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security for the debt security or for maintaining, supervising or receiving any records relating to the beneficial ownership interests.

We expect that the depositary or its nominee, upon receipt of any payment of principal, premium or interest, will credit immediately Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depositary or its nominee. We also expect that payments by Participants to owners of beneficial interests in a global security held through the Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the Participants.

If the depositary for a global security representing debt securities of a particular series are outstanding under the indenture, the Company will file with the trustee, within 30 days after the Company has filed the same with the SEC, unless such reports are available on the SEC’s EDGAR filing system (or any successor thereto), copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is atnot required to file information, documents or reports pursuant to either of said Sections, then it shall file with the trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

Additional Covenants.   Any additional covenants of the Company with respect to any time unwilling or unable to continue as depositary and we do not appoint a successor depositary within 90 days, we will issueseries of debt securities of the series in definitive form in exchange for the global security. In addition, we may at any time and in our sole discretion determine not to have the debt securities of a particular series represented by one or more global securities and, in that event, will issue debt securities of the series in definitive form in exchange for all of the global securities representing debt securities of the series.

Payment and Paying Agent

Unless we otherwise indicate in any applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

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We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicatebe set forth in the applicable prospectus supplement, we will make interest paymentsdocuments incorporated by check that we will mail to the holderreference or by wire transfer to certain holders. Unless we otherwise indicate infree writing prospectus relating thereto.

Conversion Rights
The terms and conditions, if any, applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in an applicable prospectus supplement any other paying agents that we initially designate forupon which the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the debt securities will be governed by, and construed under, the law of the State of New York.

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DESCRIPTION OF PREFERRED STOCK

As of the date of this prospectus, the Company has authorized 1,666,667 shares of preferred stock, par value $.0001 per share, none of which are outstanding. Under the Company's Restated Certificate of Incorporation, the Company's Board of Directors is authorized to issue shares of the Company's preferred stock from time to time, in one or more classes or series, without stockholder approval. Prior to the issuance of shares of each series, the Board of Directors is required by the General Corporation Law of the State of Delaware to adopt resolutions and file a Certificate of Designation with the Secretary of State of the State of Delaware, fixing for each such series the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series. Any exercise of the Company's Board of Directors of its rights to do so may affect the rights and entitlements of the holders of the Company's common stock as set forth below.

The Company's Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of discouraging a takeover or other transaction which holders of some, or a majority, of such shares might believe to be in their best interests or in which holders of some, or a majority, of such shares might receive a premium for their shares over the then-market price of such shares.

General

Subject to limitations prescribed by the General Corporation Law of the State of Delaware, the Company's Restated Certificate of Incorporation and the Company's Amended and Restated Bylaws ("Bylaws"), the Company's Board of Directors is authorized to fix the number of shares constituting each series of preferred stock and the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution of the Board of Directors. Each series of preferred stock that the Company offers under this prospectus will, when issued, be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.

The applicable prospectus supplement(s) will describe the following terms of the series of preferred stock in respect of which this prospectus is being delivered:

·the title and stated value of the preferred stock;

·the number of shares of the preferred stock offered, the liquidation preference per share and the purchase price of the preferred stock;

·the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for dividends;

·whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;

·the procedures for any auction and remarketing, if any, for the preferred stock;

·the provisions for a sinking fund, if any, for the preferred stock;

·the provisions for redemption, if applicable, of the preferred stock;

·any listing of the preferred stock on any securities exchange or market;

·the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock or another series of the Company's preferred stock, including the conversion price (or its manner of calculation) and conversion period;

·the terms and conditions, if applicable, upon which preferred stock will be exchangeable into the Company's debt securities, including the exchange price, or its manner of calculation, and exchange period;

·voting rights, if any, of the preferred stock; a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;

·whether interests in the preferred stock will be represented by depositary shares;

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·the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company's affairs;

·any limitations on issuance of any series of preferred stock ranking senior to or on a parity with the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company's affairs; and

·any other specific terms, preferences, rights, limitations or restrictions on the preferred stock.

Unless otherwise specified in the prospectus supplement, the preferred stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company rank:

·senior to all classes or series of the Company's common stock, and to all equity securities issued by the Company the terms of which specifically provide that such equity securities rank junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of the Company;

·on a parity with all equity securities issued by the Company that do not rank senior or junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of the Company; and

·junior to all equity securities issued by the Company the terms of which do not specifically provide that such equity securities rank on a parity with or junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of the Company (including any entity with which the Company may be merged or consolidated or to which all or substantially all of the Company's assets may be transferred or which transfers all or substantially all of the Company's assets).

As used for these purposes, the term "equity securities" does not include convertible debt securities.

Transfer Agent and Registrar

The transfer agent and registrar for any series of preferred stock will be set forth in the applicable prospectus supplement.

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DESCRIPTION OF COMMON STOCK

This descriptionsupplement, documents incorporated by reference or free writing prospectus relating thereto. Such terms will include the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the Company's common stock isholders or the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of redemption of such debt securities and any restrictions on conversion.

Redemption; Repurchase at the Option of the Holder; Sinking Fund
The terms and conditions, if any, upon which (a) the debt securities are redeemable at the option of the Company, (b) the holder of debt securities may cause the Company to repurchase such debt securities or (c) the debt securities are subject to any sinking fund will be set forth in the applicable prospectus supplement, documents incorporated by reference or free writing prospectus relating thereto.
Repurchases on the Open Market
The Company or any affiliate of the Company may at any time or from time to time repurchase any debt security in the open market or otherwise. Such debt securities may, at the option of the Company or the relevant affiliate of the Company, be held, resold or surrendered to the trustee for cancellation.
Discharge, Defeasance and Covenant Defeasance
The indenture provides, with respect to each series of debt securities issued thereunder, that the Company may satisfy and discharge its obligations under such debt securities of a summary. You should keepseries and such indenture with respect to debt securities of such series if:
(a)
all debt securities of such series previously authenticated and delivered, with certain exceptions, have been delivered to the trustee for cancellation; or
​
(b)   (i)
the debt securities of such series have become due and payable, or mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the trustee for giving the notice of redemption and the Company irrevocably deposits in mind, however,trust with the trustee, as trust funds solely for the benefit of the holders of such debt securities, for that it ispurpose, money or governmental obligations or a combination thereof sufficient (in the Company's Restated Certificateopinion of Incorporationa nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the trustee) to pay and Bylaws, and not this summary, which define any rights you may acquiredischarge the entire
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indebtedness on the debt securities of such series to maturity or redemption, as a stockholder. Therethe case may be, and pays all other provisionssums payable by it under such indenture; and
(ii)
the Company delivers to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such documents which are also importantindenture relating to you. You should readthe satisfaction and discharge of such documents for a full descriptionindenture with respect to the debt securities of such series have been complied with.
​
Notwithstanding such satisfaction and discharge, the obligations of the Company to compensate and indemnify the trustee, to pay additional amounts, if any, in respect of debt securities in certain circumstances and to convert or exchange debt securities pursuant to the terms thereof and the obligations of the Company and the trustee to hold funds in trust and to apply such funds pursuant to the terms of the Company's capital stock, alongindenture, with respect to issuing temporary debt securities, with respect to the registration, transfer and exchange of debt securities, with respect to the replacement of mutilated, destroyed, lost or stolen debt securities and with respect to the maintenance of an office or agency for payment, shall in each case survive such satisfaction and discharge.
Unless inapplicable to debt securities of a series pursuant to the terms thereof, the indenture provides that (i) the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the debt securities issued thereunder of any series, and the provisions of such indenture will, except as noted below, no longer be in effect with respect to the debt securities of such series (“defeasance”) and (ii) (1) the Company may omit to comply with the applicable provisionscovenant under “— Consolidation, Merger and Sale of Delaware law.

AsAssets” and any other additional covenants established pursuant to the terms of such series, and such omission shall be deemed not to be an event of default under clause (d) or (f) of the first paragraph of “— Events of Default” and (2) the occurrence of any event described in clause (f) of the first paragraph of “— Events of Default” shall not be deemed to be an event of default, in each case with respect to the outstanding debt securities of such series ((1) and (2) of this clause (ii), “covenant defeasance”); provided that the following conditions shall have been satisfied with respect to such series:

(a)
the Company has irrevocably deposited in trust with the trustee as trust funds solely for the benefit of the holders of the debt securities of such series, for payment of the principal of and interest of the debt securities of such series, money or government obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the trustee) without consideration of any reinvestment to pay and discharge the principal of and accrued interest on the outstanding debt securities of such series to maturity or earlier redemption, as the case may be;
​
(b)
such defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, such indenture or any other material agreement or instrument to which the Company is a party or by which it is bound;
​
(c)
no event of default or event which with notice or lapse of time would become an event of default with respect to such debt securities of such series shall have occurred and be continuing on the date of such deposit;
​
(d)
the Company shall have delivered to such trustee an opinion of counsel as described in the indenture to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this prospectus, provision of such indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance had not occurred;
​
(e)
the Company has authorized 33.3 million sharesdelivered to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the defeasance contemplated have been complied with;
​
(f)
if the debt securities are to be redeemed prior to their maturity, notice of such redemption shall have been duly given or in another manner satisfactory to the trustee; and
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(g)
any such defeasance or covenant defeasance shall comply with any additional or substitute terms provided for by the terms of such debt securities of such series.
​
Notwithstanding a defeasance or covenant defeasance, the Company’s obligations with respect to the following in respect of debt securities of such series will survive with respect to such securities until otherwise terminated or discharged under the terms of the indenture or no debt securities of such series are outstanding:
(a)
the rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of, interest on or premium or additional amounts, if any, payable in respect of, such debt securities when such payments are due from the trust referred in clause (a) in the preceding paragraph, and any rights of such holder to convert or exchange such debt securities into common stock par value $0.0001 per share. Asor other securities, cash or other property;
​
(b)
the issuance of June 9, 2017, there were 11,635,886 sharestemporary debt securities, the registration, transfer and exchange of debt securities, the replacement of mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and holding payments in trust, and the Company’s obligations with respect to the payment of additional amounts, if any, on such securities, and with respect to any rights to convert or exchange such securities into common stock outstanding.

or other securities, cash or other property;

​
(c)
the rights, powers, trusts, duties and immunities of the trustee, and the Company’s obligations in connection therewith; and
​
(d)
the defeasance or covenant defeasance provisions of the indenture.
​
Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties as are specifically set forth in the indenture. Upon an event of default under the indenture, the trustee must use the same degree of care as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to this provision and certain other limitations, the trustee is under no obligation to exercise any preferential rightsof the powers given it by the indenture at the request of any preferred stock created by the Company's Board of Directors, as a holder of debt securities unless it is offered indemnity satisfactory to it against the Company's common stock you are entitled to such dividends as the Company's Board of Directors may declare from time to time out of fundscosts, expenses and liabilities that it might incur.
Applicable Law
The indenture provides that the Company can legally use to pay dividends. The holders of common stock possess exclusive voting rights, except todebt securities and the extent the Company's Board of Directors specifies voting power for any preferred stock that, in the future, may be issued.

As a holder of the Company's common stock, you are entitled to one vote for each share of common stock and do not have any right to cumulate votes in the election of directors. Upon the Company's liquidation, dissolution or winding-up, youindenture will be entitled to receive on a proportionate basis any assets remaining after provision for payment of creditorsgoverned by and after payment of any liquidation preferences to holders of preferred stock. Holders of the Company's common stock have no preemptive rights and no conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Company's common stock. All the outstanding shares of common stock are, and the shares offered by this prospectus, when issued and paid for, will be, validly issued, fully paid and nonassessable. The Company's common stock is quoted on The NASDAQ Global Market under the trading symbol "ANIP."

Anti-Takeover Provisions

As a corporation organized underconstrued in accordance with the laws of the State of Delaware,New York, except to the Company is subject to Section 203 of the General Corporation Law of the State of Delaware, which restricts the Company's ability to enter into business combinations with an interested stockholder or a stockholder owning 15% or more of the Company's outstanding voting stock, or that stockholder’s affiliates or associates, for a period of three years. These restrictions do not apply if:

·before becoming an interested stockholder, the Company's Board of Directors approves either the business combination or the transaction in which the stockholder becomes an interested stockholder;

·upon consummation of the transaction in which the stockholder becomes an interested stockholder, the interested stockholder owns at least 85% of our voting stock outstanding at the time the transaction commenced, subject to exceptions; or

·on or after the date a stockholder becomes an interested stockholder, the business combination is both approved by the Company's Board of Directors and authorized at an annual or special meeting of the Company's stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Number of Directors; Removal

The Company's Bylaws provideextent that the Company's Board of Directors shall consist of at least one director and may consist of such larger number as may be determined, from time-to-time, by the Board of Directors. The Company's Bylaws provide that directors may be removed with or without cause by the affirmative vote of holders of a majority of the total voting power of all outstanding securities.

This provision and the Board of Directors’ right to issue shares of the Company's preferred stock from time to time, in one or more classes or series without stockholder approval are intended to enhance the likelihood of continuity and stability in the composition of the policies formulated by the Company's Board of Directors. These provisions are also intended to discourage some tactics that may be used in proxy fights.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Company's common stockTrust Indenture Act is Continental Stock Transfer & Trust Company.

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DESCRIPTION OF OUR WARRANTS

General

We may issue warrants for theto purchase of ourdebt securities, common stock, preferred stock or debtany combination of these securities. We may issue the warrants independently or together with any of our securities. Warrants alsounderlying securities, and the warrants may be attached to other securities that we may issue.or separate from the underlying securities. We may also issue a series of warrants in different series under a separate warrant agreements or under a single warrant agreement to be entered into between us and a specified warrant agent described in an applicable prospectus supplement.agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
The following description is a summary of selected provisions relating to the warrants that we may issue. The summary is not complete. When warrants are offered in the future, a prospectus supplement, information incorporated by reference or free writing prospectus, as applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the warrants as described in a prospectus supplement, information incorporated by reference or free writing prospectus will supplement and, if applicable, may modify or replace the general terms described in this section.
This summary and any description of warrants in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to and is qualified in its entirety by reference to all the provisions of any specific warrant document or agreement, which we will file with the SEC for incorporation by reference into this prospectus. See “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a warrant document when it is filed.
When we refer to a series of warrants, we mean all warrants issued as part of the same series under the applicable warrant agreement.
Terms
The applicable prospectus supplement, information incorporated by reference or free writing prospectus may describe the terms of any warrants that we may offer, including but not limited to the following:
•
the title of the warrants;
​
•
the total number of warrants;
​
•
the price or prices at which the warrants will be issued;
​
•
the currency or currencies that investors may use to pay for the warrants;
​
•
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
​
•
whether the warrants will be issued in registered form or bearer form;
​
•
information with respect to book-entry procedures, if any;
​
•
if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;
​
•
if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;
​
•
if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;
​
•
if applicable, a discussion of material United States federal income tax considerations;
​
•
if applicable, the terms of redemption of the warrants;
​
•
the identity of the warrant agent, if any;
​
•
the procedures and conditions relating to the exercise of the warrants; and
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•
any other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.
​
Warrant Agreements
We may issue the warrants in one or more series under one or more warrant agreements, each to be entered into between us and a bank, trust company, or other financial institution as warrant agent. We may add, replace, or terminate warrant agents from time to time. We may also choose to act as our own warrant agent or may choose one of our subsidiaries to do so.
The warrant agent under a warrant agreement will act solely as our agent in connection with the warrants issued under that agreement. The warrant agent will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those warrants.

As Any holder of warrants may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise those warrants in accordance with their terms. Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the datewarrant property purchasable upon exercise of this prospectus,the warrant.

Form, Exchange, and Transfer
We may issue the warrants in registered form or bearer form. Warrants issued in registered form, i.e., book-entry form, will be represented by a global security registered in the name of a depository, which will be the holder of all the warrants represented by the global security. Those investors who own beneficial interests in a global warrant will do so through participants in the depository’s system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants. In addition, we havemay issue warrants to purchase 2,068,793 sharesin non-global form, i.e., bearer form. If any warrants are issued in non-global form, warrant certificates may be exchanged for new warrant certificates of common stockdifferent denominations, and holders may exchange, transfer, or exercise their warrants at an exercise price of $96.21 per share issued and outstanding that are not registered under the registration statement of which this prospectus is a part.

Anwarrant agent’s office or any other office indicated in the applicable prospectus supplement, information incorporate by reference or free writing prospectus.

Prior to the exercise of their warrants, holders of warrants exercisable for debt securities will describenot have any of the specific termsrights of holders of the debt securities purchasable upon such exercise and will not be entitled to payments of principal (or premium, if any) or interest, if any, on the debt securities purchasable upon such exercise. Prior to the exercise of their warrants, that we issueholders of warrants exercisable for shares of preferred stock or offer, including:

·the title of the warrants;

·the aggregate number of warrants;

·the price or prices at which the warrants will be issued;

·the currencies in which the price or prices of the warrants may be payable;

·the designation, amount and terms of our capital stock or debt securities purchasable upon exercise of the warrants;

·the designation and terms of our other securities, if any, that may be issued in connection with the warrants, and the number of warrants issued with each corresponding security;

·if applicable, the date that the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;

·the prices and currencies for which the securities purchasable upon exercise of the warrants may be purchased;

·the date that the warrants may first be exercised;

·the date that the warrants expire;

·the minimum or maximum amount of warrants that may be exercised at any one time;

·the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

·the terms of any rights to redeem or call the warrants;

·any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

·information with respect to book-entry procedures, if any;

·the manner in which the warrant agreements and warrants may be modified;

·a discussion of certain federal income tax considerations; and

·any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

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common stock will not have any rights of holders of the preferred stock or common stock purchasable upon such exercise and will not be entitled to dividend payments, if any, or voting rights of the preferred stock or common stock purchasable upon such exercise.

Exercise of Warrants

Each

A warrant will entitle the holder to purchase for cash the principalan amount of debt securities preferred stock or common stock at the applicablean exercise price set forththat will be stated in, or determinedthat will be determinable as described in, the applicable prospectus supplement.supplement, information incorporated by reference or free writing prospectus. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement.supplement, information incorporated by reference or free writing prospectus. After the close of business on the expiration date, unexercised warrants will become void.

Warrants may be redeemed as set forth in the applicable prospectus supplement, information incorporated by reference or free writing prospectus.

Warrants may be exercised as set forth in the applicable prospectus supplement, information incorporated by delivering toreference or free writing prospectus. Upon receipt of payment and the corporationwarrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other officeroffice indicated in the applicable prospectus supplement, (a) the warrant certificate properly completed and duly executed and (b) payment of the amount due upon exercise. Asinformation incorporated by reference or free writing prospectus, we will forward, as soon as practicable, following exercise, we will forward the debt securities preferred stock or common stock purchasable upon such exercise. If less than all of the warrants represented by asuch warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants if the expiration date of the warrants has not occurred. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

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DESCRIPTION OF OUR RIGHTS
General
We may butissue rights to purchase our debt securities, common stock, preferred stock or other securities. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the rights in such offering. In connection with any offering of such rights, we will notmay enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to permit the exercisepurchase any securities remaining unsubscribed for after such offering.
Each series of warrants through the delivery ofrights will be issued under a notice of guaranteed delivery fromseparate rights agreement which we will enter into with a bank aor trust company, or a New York Stock Exchange member guaranteeing delivery of (1) payment of the exercise price for the securities foras rights agent, all which the warrant is being exercised, and (2) a properly completed and executed warrant certificate. The notice of guaranteed delivery must be received by the warrant agent before the expiration of the warrants, and the warrant agent will not honor a notice of guaranteed delivery unless a properly completed and executed warrant certificate and full payment for the securities being purchased are received by the warrant agent by the close of business on the third business day after the expiration time of the warrants.

Governing Law

Unless we provide otherwise in an applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant agreements, will be governed by and construedset forth in accordance with the laws of the State of New York.

Enforceability of Rights by Holders of Warrants

Each warrantrelevant offering material. The rights agent if any, will act solely as our agent underin connection with the applicable warrant agreementcertificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

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DESCRIPTION OF RIGHTS

We may issue rights to purchase shares of our common stock, preferred stock, or warrants in one or more series. Rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any rights offering to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which the underwriters will purchase any of the offered securities remaining unsubscribed after the expiration of the rights offering. In connection with a rights offering to our shareholders, we will distribute certificates evidencing the rights and an applicable prospectus supplement to our shareholders on the record date that we set for receiving rights in the rights offering. An applicable prospectus supplement will describe the following termsholders of rights in respectcertificates or beneficial owners of which this prospectus is being delivered:

·the title of the rights;

·the securities for which the rights are exercisable;

·the exercise price for the rights;

·the date of determining the security holders entitled to the rights distribution;

·the number of the rights issued to each security holder;

·the extent to which the rights are transferable;

·if applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise of the rights;

·the date on which the right to exercise the rights shall commence, and the date on which the rights shall expire (subject to any extension);

·the conditions to completion of the rights offering;

·any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights;

·the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities;

·if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the rights offering; and

·any other terms of the rights, including terms, procedures and limits relating to the exchange or exercise of the rights.

Each right will entitle the holder to purchase for cash the amount of securities, at the exercise price. Rights may be exercised at any time up to the close of business on the expiration date of the rights. After the close of business on the expiration date, all unexercised rights will become void. The manner in which rights may be exercised will be described in an applicable prospectus supplement. We may, but we will not be required to, permit the exercise of rights through the delivery of a notice of guaranteed delivery from a bank, a trust company, or a New York Stock Exchange member guaranteeing delivery of (1) payment of the exercise price for the securities for which the rights are being exercised, and (2) a properly completed and executed rights certificate. The notice of guaranteed delivery must be received by the rights agent before the expiration of the rights, and the rights agent will not honor a notice of guaranteed delivery unless a properly completed and executed rights certificate and full payment for the securities being purchased are received by the rights agent by the close of business on the third business day after the expiration time of the rights. Upon receipt of payment and the proper completion and due execution of the rights certificate at the designated office of the rights agent or any other office indicated in an applicable prospectus supplement, we or the transfer agent will forward, as soon as practicable, the securities purchased through upon the exercise of the rights. We may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of the methods, including pursuant to standby underwriting arrangements, as set forth in an applicable prospectus supplement.

23

DESCRIPTION OF UNITS

The following description together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms andis a summary of selected provisions of the unitsrelating to rights that we may offer under this prospectus. Whileoffer. The summary is not complete. When rights are offered in the terms we have summarized belowfuture, a prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable, will apply generally to any units that we may offer under this prospectus, we will describeexplain the particular terms of any series of units in more detail in an applicable prospectus supplement.those securities and the extent to which these general provisions may apply. The specific terms of the rights as described in a prospectus supplement, information incorporated by reference, or other offering material will supplement and, if applicable, may modify or replace the general terms described in this section.

This summary and any units offered under andescription of rights in the applicable prospectus supplement, may differ frominformation incorporated by reference or free writing prospectus is subject to and is qualified in its entirety by reference to the terms described below. However, no prospectus supplement will fundamentally changerights agreement and the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

rights certificates. We will file each of these documents, as exhibitsapplicable, with the SEC and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or will incorporatebefore the time we issue a series of rights. See “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed.

The applicable prospectus supplement, information incorporated by reference from reports that we file withor free writing prospectus may describe:
•
In the SEC,case of a distribution of rights to our stockholders, the formdate of unit agreement that describesdetermining the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements relatedstockholders entitled to the particular seriesrights distribution;
​
•
In the case of units that we sell under this prospectus, as well asa distribution of rights to our stockholders, the complete unit agreement and any supplemental agreements that contain number of rights issued or to be issued to each stockholder;
​
•
the termsexercise price payable for each share of the units.

General

We may issue units comprised of one or more debt securities, common stock, preferred stock warrants and/or other securities upon the exercise of the rights;

​
•
the number and terms of the shares of debt securities, common stock, preferred stock or other securities which may be purchased per each right;
​
•
the extent to which the rights are transferable;
​
•
the date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;
​
•
the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;
​
•
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights; and
​
•
any other terms of the rights, including, but not limited to, the terms, procedures, conditions and limitations relating to the exchange and exercise of the rights.
​
The provisions described in this section, as well as those described under “Description of Our Debt Securities” and “Description of Our Capital Stock,” will apply, as applicable, to any rights we offer.

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DESCRIPTION OF OUR UNITS
General
We may issue units incomposed of any combination. Eachcombination of our debt securities, common stock, preferred stock and warrants. We will issue each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus,As a result, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We

The following description is a summary of selected provisions relating to units that we may offer. The summary is not complete. When units are offered in the future, a prospectus supplement, information incorporated by reference or free writing prospectus, as applicable, will describeexplain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the units as described in ana prospectus supplement or information incorporated by reference will supplement and, if applicable, may modify or replace the general terms described in this section.
This summary and any description of units in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to and is qualified in its entirety by reference to the unit agreement, collateral arrangements and depositary arrangements, if applicable. We will file these documents with the SEC for incorporation by reference into this prospectus, as applicable. See “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed.
The applicable prospectus supplement, information incorporated by reference or free writing prospectus may describe:
•
the designation and terms of the seriesunits and of the securities comprising the units, including:

·the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

·any provisions of the governing unit agreement that differ from those described below; and

·any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

including whether and under what circumstances those securities may be held or transferred separately;

​
•
any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units;
​
•
whether the units will be issued in fully registered or global form; and
​
•
any other terms of the units.
​
The applicable provisions described in this section, as well as those described under “Description of Preferred Stock,” “Description of Common Stock,” “Description ofOur Debt Securities,” “Description of Warrants,Our Capital Stock,” “Description of Our Warrants” and “Description of Rights”Our Rights,” will apply to each unit and to any preferred stock, common stock, debteach security warrant or right included in each unit, respectively.

Issuance in Series


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PLAN OF DISTRIBUTION
We may issue units offer and sell the securities being offered hereby in one or more of the following ways from time to time:
•
to or through underwriters;
​
•
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
​
•
in the amountsover-the-counter market;
​
•
in transactions other than on these exchanges or systems or in the over-the-counter market;
​
•
in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through market makers or into an existing market for the securities;
​
•
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
​
•
ordinary brokerage transactions and transactions in numerous distinct serieswhich the broker-dealer solicits purchasers;
​
•
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
​
•
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
​
•
an exchange distribution in accordance with the rules of the applicable exchange;
​
•
privately negotiated transactions;
​
•
a combination of any of these methods of sale; and
​
•
any other method permitted pursuant to applicable law.
​
We will identify the specific plan of distribution, including any underwriters, dealers, agents or other purchasers, persons or entities, and any applicable compensation, in a prospectus supplement, in an amendment to the registration statement of which this prospectus is a part, or in other filings we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agentmake with the SEC under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any defaultExchange Act, which are incorporated by us underreference.


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LEGAL MATTERS
Unless the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law orprospectus supplement indicates otherwise, or to make any demand upon us. Any holder of a unit may, without the consentvalidity of the related unit agentsecurities being offered by this prospectus will be passed upon by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Additional legal matters may be passed upon for us or the holder of any other unit, enforceunderwriters, dealers or agents by appropriate legal action its rights as holder under any security includedcounsel that we will name in the unit.

Title

We,applicable prospectus supplement.

EXPERTS
The consolidated balance sheets of ANI Pharmaceuticals, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the unit agentrelated consolidated statements of operations, comprehensive income, stockholders’ equity, and any of their agents may treat the registered holder of any unit certificate as an absolute ownercash flows for each of the units evidencedyears in the three-year period ended December 31, 2019 have been audited by that certificate for any purposes andEisnerAmper LLP, independent registered public accounting firm, as stated in their reports, which are incorporated by reference, which reports (1) express an unqualified opinion on the person entitled to exercise the rights attaching to the units, despite any notice to the contrary.

24

EXPERTS

The financial statements, and management’s assessment of(2) express an unqualified opinion on the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016reporting. Such financial statements have been so incorporated by reference in reliance on the reports of EisnerAmper LLP, an independent registered public accountingsuch firm given on theupon their authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

If and when the securities being registered hereunder are issued, the validity of such issuance will be passed upon for the Company by Dentons US LLP, New York, New York.

WHERE YOU CAN FIND MOREADDITIONAL INFORMATION

The Company files annual, quarterly and periodic reports, proxy statements and other information with the SEC. You may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Many of the Company's SEC filings are also available to the public from the SEC’s Website at "http://www.sec.gov." The Company makes available free of charge its

We file annual, quarterly and current reports, proxy statements and other information upon request. To request such materials, please contact Corporate Secretarywith the SEC. Our SEC filings are available to the public at the following address or telephone number: ANI Pharmaceuticals, Inc., 210 Main Street West, Baudette, Minnesota 56623, Attention: Corporate Secretary; (218) 634-3591. Exhibits to the documents will not be sent, unless those exhibits have specifically been incorporated by reference in this prospectus.

The Company maintains itsSEC’s website at http://www.anipharmaceuticals.com. The Company's website and the information contained therein or connected thereto are not incorporated into this Registration Statement.

The Company haswww.sec.gov.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act relating to the securities the Company is offeringcovered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement andstatement. Other documents establishing the exhibits and schedules toterms of the registration statement. Please referoffered securities are or may be filed as exhibits to the registration statement and its exhibits and schedules for further information with respect toor documents incorporated by reference in the Company and the Company's securities. Statements containedregistration statement. Whenever a reference is made in this prospectus as to the contents of anya contract or other document are not necessarily completeof ours, the reference is only a summary and in each instance, the Company refers you should refer to the exhibits that are a part of the registration statement for a copy of thatthe contract or document filed as an exhibit to the registration statement.other document. You may read and obtainreview a copy of the registration statement through the SEC’s website, as provided above.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC and its exhibits and schedulesapplicable law allows us to “incorporate by reference” the information from other documents we file with the SEC, as described in the preceding paragraph.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows the Company to "incorporate by reference" the information the Company file swith them, which means that the Companywe can disclose important information to you by referring you to those documents.documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that the Company files laterwe file with the SEC will automatically update and supersede this information. The Company incorporatesWe incorporate by reference the documents filedlisted below and any future filings (including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement) we will make with the SEC listed below:

·The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 2, 2017.

·The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 4, 2017.

·The Company's Current Reports on Form 8-K filed with the SEC on February 16, 2017, February 24, 2017, and May 19, 2017.

·The description of the general terms and provisions of the common stock is incorporated herein by reference to the description included under the caption “Description of BioSante Capital Stock” of the joint proxy statement/prospectus included in the Registration Statement on Form S-4 (File No. 333-188174) filed by the Company with the Securities and Exchange Commission on April 26, 2013.

25

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, andor 15(d) of the Securities Exchange Act until the termination of 1934, as amended, priorthe registration statement of which this prospectus is a part (other than, in each case, documents or information deemed to the filing of a post-effective amendment which indicates that all securities offered have been soldfurnished and not filed in accordance with SEC rules):

•
Our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 27, 2020;
​
•
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 7, 2020;
​
•
Our Current Reports on Form 8-K filed with the SEC on January 9, 2020,January 22, 2020,April 14, 2020,April 29, 2020,May 7, 2020,May 14, 2020,June 1, 2020, and June 11, 2020 (in each case, except for information contained therein which is furnished rather than filed); and
​
•
The description of the general terms and provisions of the common stock contained under the caption “Description of BioSante Capital Stock” of the joint proxy statement/prospectus included in the Registration Statement on Form S-4 (File No. 333-188174) filed by the Company with the SEC on April 26, 2013.
​
Any statement contained in this prospectus, or in a document all or a portion of which deregisters all securities then remaining unsold, shall be deemed to beis incorporated by reference, in this Registration Statement and to be a part hereof from the date of filing of such documents. However, any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including without limitation any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K, shall not be deemed to be incorporated by reference in this Registration Statement.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statementprospectus to the extent that a statement contained hereinin this prospectus, any applicable prospectus supplement and any related free writing prospectus or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not, be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

26
prospectus.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:

$350,000,000

ANI Pharmaceuticals, Inc.


210 Main Street West
Baudette, Minnesota
Telephone: (218) 634-3500

You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on the “Investor Relations” page of our website at www.anipharmaceuticals.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.

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$350,000,000
[MISSING IMAGE: lg_anipharma-4clr.jpg]
ANI Pharmaceuticals, Inc.
Debt Securities
Preferred Stock
Common Stock


Warrants
Rights
Units


prospectus

​
PROSPECTUS
​
, 2017

2020


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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution

Distribution.

The following table sets forth allthe estimated costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the saleissuance and distribution of the securities being registered. All of such fees expenses, except for the registration fee, are estimates:

  Amount 
Securities and Exchange Commission registration fee $ 28,251(1)
Accounting fees and expenses $5,000 
Legal fees and expenses $35,000 
Miscellaneous fees and expenses $3,500 
Total $71,751 

registered hereby.

​​​
Amount to
be Paid
​
SEC registration fee​​​$40,565(1)​​
FINRA filing fee​​​​**​​
Accounting fees and expenses​​​​**​​
Legal fees and expenses (including Blue Sky fees)​​​​**​​
Printing fees​​​​**​​
Listing fees​​​​**​​
Transfer agent, trustee and warrant agent fees and expenses​​​​**​​
Miscellaneous fees and expenses​​​​**​​
Total​​​$**​​
​
(1) Represents the
The registration fee of $40,565, offset by $12,314$40,565.00 was previously paid in connection with unsold securities pursuant to Rule 415(a)(6) for the primary offering.

The Company shall bear all.

​
**
These fees and expenses in connection with the issuance and distribution ofdepend on the securities being offered hereby.

and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.
​

Item 15.   Indemnification of Directors and Officers

Article VIIOfficers.

Section 145 of the Company's Restated CertificateDelaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of Incorporation limits the liability of directorssuch person being or having been a director, officer, employee or agent to the maximumcorporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Our restated certificate of incorporation and our amended and restated bylaws provide in effect that, subject to certain limited exceptions, we may indemnify our directors and officers to the extent authorized and permitted by the Delaware General Corporation Law. We also maintain policies to insure our directors and officers, subject to the limits of the policies, against certain losses arising from any claims made against them by reason of being or having been such directors or officers. In addition, we have entered into contracts with certain of our directors and officers providing for indemnification of such persons by us to the full extent authorized or permitted by law, subject to certain limited exceptions.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit.
Our restated certificate of incorporation provides that, to the fullest extent permitted by the Delaware law.General Corporation Law, a director shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law provides that directors of a corporation will not be

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personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for (i) any breach of their duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware or (iv) any transaction from which the director derives an improper personal benefit.

Article VI of the Company's Restated Certificate of Incorporation provides

Any underwriting agreement that the Company shall indemnify, to the fullest extent authorized or permittedwe may enter will likely provide for indemnification by law, as the same exists or may thereafter be amended, any person who was or is made or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director or officerunderwriters of the Company, or is or was serving atour directors, our officers who sign the request of the Company as a director, officer, employee or agent of any other company, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise; provided, however, that the Company shall not indemnify any director or officer in connection with any action by such director or officer against the Company unless the Company shall have consented to such action. The Company may, to the extent authorized from time to time by the Company's Board of Directors, provide rights to indemnification to employeesregistration statement and agents of the Company similar to those conferred in Article VI to directors and officers of the Company. No amendment or repeal of Article VI shall apply to or have any effect on any right to indemnification provided thereunder with respect to any acts or omission occurring prior to such amendment or repeal.

Article VIII of the Company's Bylaws provides that the Company shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who serve as an officer or director of any corporation at the request of the Company to the fullest extent permitted under and in accordance with the laws of the State of Delaware.

The Company has entered into agreements with all of its directors and officers under which the Company is required to indemnify them against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceedingour controlling persons, if any, of them may be made a party because he or she is or was one offor certain liabilities, including liabilities arising under the Company’s directors or officers. The Company will be obligated to pay these amounts only if the director or officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company. With respect to any criminal proceeding, the Company will be obligated to pay these amounts only if the director or officer had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim for indemnification.

Securities Act.

These provisions in the Company's Restated Certificate of Incorporation and Bylaws do not eliminate the officers’ and directors’ fiduciary duty, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each officer and director will continue to be subject to liability for breach of their duty of loyalty to the Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the officer or director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provisions also do not affect an officer’s or director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Item 16.   Exhibits

Exhibits.
Exhibit
Number		​​Exhibit No.TitleDescriptionMethod of Filing​
 1.1* ​
1.1​Form of Underwriting AgreementTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.​
 4.1  
​​
3.1Restated Certificate of Incorporation of the RegistrantIncorporated (incorporated by reference to Exhibit 3.1 toof the Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 001-31812) filed with the Commission on August 9, 2013)​
 4.2  
​​
3.2Amended and Restated Bylaws of the Registrant.IncorporatedRegistrant (incorporated by reference to Exhibit 3.1 toof the Registrant'sRegistrant’s Current Report on Form 8-K as(File No. 001-31812) filed with the Securities and Exchange Commission on February 16, 2017 (File No. 001-31812)2017)​
 4.3  
​​
4.1Specimen Common Stock Certificate Representing Common StockIncorporatedof the Registrant (incorporated by reference to Exhibit 4.3 toof the Registrant'sRegistrant’s Registration Statement on Form S-3 as amended (Reg. No. 333-105960)333-159606) filed with the Commission on May 29, 2009)​
 4.4* ​
4.2Certificate of Designations for Preferred StockTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.
4.3​Form of Stock Certificate Representing Preferred Stockany certificate of designation with respect to any preferred stock issued hereunder and the related form of preferred stock certificateTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.​
 4.5* ​
4.4​Form of Unit Agreement, including Formany warrant agreement with respect to each particular series of Unit, if anywarrants issued hereunder and the related form of warrant certificateTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.​
 4.6* ​
4.5​Form of Rights Agreement and Right Certificate, if any.any unit agreement with respect to any unit issued hereunderTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.​
 4.7* ​
4.6​Form of Indentureany rights agreement and right certificate​
 4.8  
Filed herewith​​Form of indenture​
 4.9* ​
4.7​Form of Debt Securitysenior noteTo be filed, if necessary, by a Current Report on Form 8-K or by amendment​
 4.10*​
4.8​Form of Warrant Agreement, including Form of Warrant Certificatesubordinated noteTo be filed, if necessary, by a Current Report on Form 8-K or by amendment​
 5.1  
​​Opinion of Orrick, Herrington & Sutcliffe LLP​
5.1
23.1  
​Opinion of Dentons US LLP, legal counsel​Filed herewith
12.1Statement regarding computation of ratios of earnings to fixed chargesTo be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.

II-2

23.1Consent of EisnerAmper LLP, independent registered public accounting firmFiled herewith​
23.2  
​​Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1)​
23.2
24.1  
​Consent of Dentons US LLP, legal counsel​Filed herewith (included in the opinion filed as Exhibit 5.1)
24.1Powers of Attorney (included on signature page)Filed herewith (included in signature page to this registration statement)​
25.1**​
25.1​Form T-1 Statement of Eligibility of Trustee for the Indenture under the Trust Indenture Act of 1939To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.​

​
*
To be filed, if necessary, subsequent to the effectiveness of this registration by an amendment to this registration statement or incorporation by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.
​
**
To be filed as an exhibit to a Current Report on Form 8-K or pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 and incorporated herein by reference.
​

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Item 17.   Undertakings

(a) Undertakings.

The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

​
(i)
To include any prospectus required by sectionSection 10(a)(3) of the Securities Act;

​
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement;

​
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

​
provided,however, that

(A) paragraphs (1)(i), (1)(ii) and (1)(ii)(iii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the registrant pursuant to sectionSection 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(B) paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or sectionSection 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

​
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

​
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
​
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
​
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-3

​

(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

​
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

​
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

​
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that,

​
(6)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Exchange)Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to supplement

​
(7)
To file an application for the prospectus, afterpurpose of determining the expirationeligibility of the subscription period,trustee to set forth the resultsact under subsection (a) of Section 310 of the subscription offer,Trust Indenture Act in accordance with the transactionsrules and regulations prescribed by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover pageSEC under Section 305(b)(2) of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Trust Indenture Act.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirementrequirements of the Securities Act of 1933, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baudette, State of Minnesota, on the 12th day of June, 2017.

July 9, 2020.
​​​​ANI PHARMACEUTICALS, INC.
​
​​​​By:​​/s/ Stephen P. CareyPatrick D. Walsh​
​​Stephen P. Carey
​​Vice​​​
Patrick D. Walsh
Interim President Finance and Chief FinancialExecutive Officer and Director
​

We, the undersigned officers

Each person whose signature appears below constitutes and directors of ANI Pharmaceuticals, Inc., and each of us, do hereby constitute and appoint each of Arthur S. Przybylappoints Patrick D. Walsh and Stephen P. Carey or any of them, each acting alone,as his true and lawful agent, proxy and attorney-in-fact, and agent,each acting alone, with full power of substitution and resubstitution, to do anyfor him and all acts and things in ourhis name, place and stead, in any and all capacities, in connectionto (i) act on, sign, and file with this registration statement on Form S-3 under the Securities, or any registration statement for the same offering that is to be effective upon filing under the Securities Act, including, without limitation, to sign for us or any of us in our names in the capacities indicated belowSEC any and all amendments or supplements(including post-effective amendments) to this registration statement includingtogether with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any and all stickers and post-effective amendmentssupplement to the registration statement, and to sign any and all additional registration statements relating to the same offering of securities asprospectus included in this registration statement that areor any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with(iv) take any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchangeactions which may be necessary or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessaryappropriate to be done, in and about the premises, as fully tofor all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that said attorneys-in-factsuch agent, proxy and agents,attorney-in-fact or theirany of his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature​Name & ​​Title​​Date
​
​
/s/ Arthur S. PrzybylPatrick D. Walsh
​
Patrick D. Walsh
​Arthur S. Przybyl​June 12, 2017
Interim President and Chief Executive Officer and Director

(Principal Executive Officer)		​​July 9, 2020​
​
/s/ Stephen P. Carey
​
Stephen Carey
​Stephen P. Carey​June 12, 2017

Vice President, Finance and Chief Financial Officer


(Principal Financial and Accounting Officer)

​​July 9, 2020​
​
/s/ Robert E. Brown Jr.
​
Robert E.E Brown, Jr.
​June 12, 2017
Chairman of the Board of Directors 
/s/ Fred HolubowFred HolubowJune 12, 2017
Director  
/s/ Tracy L. Marshbanks, Ph.D.Tracy L. Marshbanks, Ph.D.June 12, 2017
​Director​​July 9, 2020​
​
/s/ Thomas A. PennHaughey
​
Thomas Haughey
​Thomas A. Penn​DirectorJune 12, 2017​​July 9, 2020​
​
/s/ David B. Nash, M.D.
​
David B. Nash, M.D.
​​Director​
​July 9, 2020
/s/ Daniel RaynorDaniel RaynorJune 12, 2017
Director ​