ANI Pharmaceuticals Inc. filed SEC Form 8-K: Other Events
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| Item 8.01 | Other Events. |
On March 4, 2024, ANI Pharmaceuticals, Inc. (the “Company”) commenced a civil action against CG Oncology, Inc. f/k/a Cold Genesys, Inc. (“CG Oncology”) in the Superior Court of the State of Delaware. The Company’s complaint alleges that, under an Assignment and Technology Transfer Agreement dated as of November 15, 2010 (the “November 2010 Agreement”), CG Oncology is liable to pay the Company a running royalty of 5% of the worldwide net sales of cretostimogene made by CG Oncology or any affiliate or sublicensee thereof; and that in February 2024, CG Oncology wrongfully repudiated its royalty obligation to the Company.
On June 2, 2025, CG Oncology filed five motions for summary judgment seeking dismissal of all of the Company’s claims and counterclaims, including breach of the royalty payment provision, breach of good faith performance, breach of the implied covenant of good faith, and in the alternative, unjust enrichment. Also on June 2, 2025, the Company filed a motion for partial summary judgment seeking dismissal of CG Oncology’s counterclaims for unenforceability of the royalty payment provision under Brulotte, breach of good faith performance, breach of confidentiality and trade secret misappropriation. On July 15, 2025, the court heard the parties’ arguments on their respective motions for summary judgment and motions in limine filed on July 3, 2025. At a pretrial conference on July 16, 2025, the court granted CG Oncology's motion for partial summary judgment on its Brulotte counterclaim and affirmative defense, but allowed the case to proceed on the Company’s counterclaim for unjust enrichment. The court also granted the Company's motion for partial summary judgment, dismissing CG Oncology's breach of confidentiality and trade secret misappropriation claims. As previously scheduled, the jury trial commenced in Delaware Superior Court on July 21, 2025.
On July 29, 2025, a verdict was returned by the jury, (1) finding that the unenforceability of the royalty payment provision in the November 2010 Agreement did not affect the economic or legal substance of the transactions contemplated thereby in a manner that was materially adverse to the Company, and (2) awarding no damages to the Company on its unjust enrichment counterclaim. The Company expects to challenge this verdict through post-trial motions and/or an appeal.
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 hereunto duly authorized.
| Dated: July 29, 2025 | ANI PHARMACEUTICALS, INC. | |
| By: | /s/ Stephen P. Carey | |
| Name: | Stephen P. Carey | |
| Title: | Senior Vice President Finance and Chief Financial Officer | |