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ANIP ANI Pharmaceuticals

Filed: 4 Jun 21, 4:17pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 2, 2021

 

ANI PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware001-3181258-2301143

(State or other jurisdiction of

incorporation)

(Commission File Number)(IRS Employer Identification No.)

 

210 Main Street West

Baudette, Minnesota

 56623
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (218) 634-3500

 

(Former name or former address, if changed since last report)

 

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

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

  

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 2, 2021, ANI Pharmaceuticals, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). The following sets forth the matters that were voted upon by the Company’s stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”).

 

1.The Company’s stockholders voted to elect the following directors, each to serve until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The final voting results are as follows:

 

Nominee For  Against  Abstentions  Broker Non-Votes 
1. Robert E. Brown, Jr.  9,466,522   325,176   3,376   797,905 
2. Thomas Haughey  9,534,467   257,199   3,408   797,905 
3. Nikhil Lalwani  9,655,278   136,331   3,465   797,905 
4. David B. Nash, M.D., M.B.A.  9,409,937   381,762   3,375   797,905 
5. Antonia R. Pera  9,656,007   135,634   3,433   797,905 
6. Jeanne A. Thoma  9,652,137   139,542   3,395   797,905 
7. Patrick D. Walsh  9,392,837   398,827   3,410   797,905 

 

2.The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The final voting results are as follows:

 

For  Against  Abstentions  Broker Non-Votes 
 9,417,485   328,111   49,478   797,905 

 

3.The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The final voting results are as follows:

 

For  Against  Abstentions  Broker Non-Votes 
 10,546,523   42,147   4,309   -- 

 

4.The Company’s stockholders approved in connection with the Company’s pending acquisition of Novitium Pharma LLC (“Novitium”), the issuances of (a) 2,466,667 shares of common stock to certain members of Novitium and (b) 25,000 shares of Series A Convertible Preferred Stock to Ampersand 2020 Limited Partnership. The final voting results are as follows:

 

For  Against  Abstentions  Broker Non-Votes 
 9,727,248   57,285   10,541   797,905 

 

Item 7.01. Regulation FD Disclosure.

 

On June 4, 2021, the Company posted an investor presentation to the Investor Relations section of its website at www.anipharmaceuticals.com in connection with a presentation by its executives at an investor conference. A copy of the investor presentation is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

ExhibitDescription
  
99.1Investor Presentation – June 2021.
104Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 ANI PHARMACEUTICALS, INC.
   
 By:/s/ Stephen P. Carey
  Stephen P. Carey
  Senior Vice President, Finance and Chief Financial Officer

 

Dated: June 4, 2021