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): April 10, 2020

 

ANI PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  001-31812   58-2301143
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

210 Main Street West

Baudette, Minnesota

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 14, 2020, ANI Pharmaceuticals, Inc. (the “Company”) announced that Arthur S. Przybyl will depart as President and Chief Executive Officer on May 10, 2020. Mr. Przybyl’s departure will constitute a termination without good cause under his employment agreement, which agreement has previously been disclosed, and he will receive separation payments and benefits under his employment agreement in respect of a termination without good cause.

 

The Company’s Board of Directors has retained an executive search firm to lead the search for a new President and Chief Executive Officer.

 

A copy of the Company’s press release announcing the event described above is furnished herewith as Exhibit 99.1.

 

Forward-Looking Statements

 

To the extent any statements made in this report deal with information that is not historical, these are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about Mr. Przybyl’s departure and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words and the use of future dates.

 

Uncertainties and risks may cause the Company’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Uncertainties and risks include, but are not limited to, the ability of the Company to identify and attract qualified candidates to replace its current President and CEO, the length of time before a successor is appointed and potential disruption in the management team during the transition period.

 

The Company’s business generally is subject to a number of risks which are described more fully in the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as its proxy statement. All forward-looking statements in this report speak only as of the date of this report and are based on the Company’s current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Description
   
99.1 Press release dated April 14, 2020.

 

 

 

 

SIGNATURES

 

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

 

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

 

Dated: April 14, 2020

 

 

 

 

Exhibit 99.1

 

ANI Announces Upcoming Departure of CEO

 

BAUDETTE, Minnesota (April 14, 2020) - ANI Pharmaceuticals, Inc. (“ANI”) (Nasdaq: ANIP) today announced that Arthur S. Przybyl will depart as President and Chief Executive Officer on May 10 , 2020. The Board of Directors has retained a nationally recognized executive search firm to lead the search for a new President and Chief Executive Officer.

 

Mr. Przybyl said, “After 11 years as President and CEO of ANI, the Board and I have determined that the time is right to transition to new leadership as the Company prepares to launch Cortrophin® Gel and expand its portfolio of specialty pharmaceutical products. Since 2009, I have achieved my goals of transforming ANI’s business model and growing ANI into the profitable and sustainable business that it is today. Perhaps most importantly, over the past four years we have taken the Cortrophin® Gel opportunity from concept to FDA filing, and with it, plan to introduce much needed competition to the market. These achievements are a testament to our strong management team and talented employees that I am confident can successfully direct the Company going forward and I want to thank them for the transformative work we, as a team, have achieved.”

 

Robert E. Brown, Jr., Chairman of the Board of Directors of ANI, said, “On behalf of the entire Board, I would like to thank Art for his many contributions to ANI during his tenure at the Company. Under his leadership, the Company has seen continued and strong growth and diversification of its commercial product offerings and portfolio of pipeline products. We wish him well in his future endeavors.”

 

About ANI

ANI Pharmaceuticals, Inc. (the “Company” or “ANI”) is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. The Company's targeted areas of product development currently include narcotics, oncolytics (anti-cancers), hormones and steroids, and complex formulations involving extended release and combination products. For more information, please visit our website www.anipharmaceuticals.com.

 

Forward-Looking Statements

 

To the extent any statements made in this release deal with information that is not historical, these are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about Mr. Przybyl’s departure, our search for a new President and CEO, the anticipated launch of Cortrophin® Gel and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words and the use of future dates.

 

Uncertainties and risks may cause the Company’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Uncertainties and risks include, but are not limited to, the ability of the company to identify and attract qualified candidates to replace its current President and CEO, the length of time before a successor is appointed and potential disruption in the management team during the transition period.

 

The Company’s business generally is subject to a number of risks which are described more fully in the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as its proxy statement. All forward-looking statements in this news release speak only as of the date of this news release and are based on the Company’s current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

For more information about ANI, please contact:

Investor Relations

IR@anipharmaceuticals.com