SEC Form S-8 filed by ANI Pharmaceuticals Inc.
$ANIP
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on July 11, 2025
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 58-2301143 | |||||||
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |||||||
| incorporation or organization) | ||||||||
| 210 Main Street West | ||||||||
| Baudette, Minnesota | 56623 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
| Stephen P. Carey | ||||||||
| Senior Vice President, Finance and Chief Financial Officer | David C. Schwartz, Esq. | |||||||
| ANI Pharmaceuticals, Inc. | Morgan, Lewis & Bockius LLP | |||||||
| 210 Main Street West | 502 Carnegie Center | |||||||
| Baudette, Minnesota 56623 | Princeton, New Jersey 08540 | |||||||
| (218) 634-3500 | (609) 919-6600 | |||||||
| (Name, address, telephone number, | (With copies to) | |||||||
| including area code, of agent for service) | ||||||||
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On May 22, 2025 (the “Effective Date”), the stockholders of ANI Pharmaceuticals, Inc. (the “Registrant”) approved the amendment and restatement of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or ESPP Plan (such amendment and restatement, the “Amended and Restated ESPP Plan”). Subject to adjustment, the Amended and Restated ESPP Plan authorizes the issuance of an additional 500,000 shares (the “Additional Shares”) of common stock, $0.0001 par value per share (the “Common Stock”).
The Registrant previously filed the Registration Statement on Form S-8 (File No. 333-214416) on November 3, 2016, with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 229,000 shares of Common Stock that were authorized for issuance under the ESPP Plan (collectively, the “Prior Registration Statement”). Upon the effectiveness of this Registration Statement, an aggregate of 729,000 shares of Common Stock will be registered for issuance from time to time under the Amended and Restated ESPP Plan, inclusive of the Additional Shares. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statement are presented herein.
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement, with respect to securities offered pursuant to the Amended and Restated ESPP Plan, are hereby incorporated by reference.
The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
(1) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 28, 2025;
(2) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 9, 2025;
(3) The Registrant’s Current Reports on Form 8-K filed with the Commission on March 14, 2025, March 18, 2025, May 8, 2025, and May 23, 2025 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and
(4) The description of Common Stock set forth in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. 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.
EXHIBITS
| Exhibit No. | Description | |||||||
| 5.1* | ||||||||
| 10.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | ||||||||
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baudette, State of Minnesota, on this 11th day of July, 2025.
ANI Pharmaceuticals, Inc. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Stephen P. Carey | |||||||
| Name: Stephen P. Carey | ||||||||
| Title: Senior Vice President, Finance and Chief Financial Officer | ||||||||
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikhil Lalwani, Stephen P. Carey and Meredith W. Cook, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 (this “Registration Statement”) and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date listed below.
| Name | Capacity | Date | ||||||||||||
| /s/ Nikhil Lalwani | Director, President, and | July 11, 2025 | ||||||||||||
| Nikhil Lalwani | Chief Executive Officer (principal executive officer) | |||||||||||||
| /s/ Stephen P. Carey | Senior Vice President, Finance and Chief Financial Officer (principal financial officer | July 11, 2025 | ||||||||||||
| Stephen P. Carey | accounting officer) | |||||||||||||
| /s/ Muthusamy Shanmugam | Director, Head of Research and Development and Chief Operating Officer of New Jersey Operations | July 11, 2025 | ||||||||||||
| Muthusamy Shanmugam | ||||||||||||||
| /s/ Patrick D. Walsh | Director and Chairman of the Board of | July 11, 2025 | ||||||||||||
| Patrick D. Walsh | Directors | |||||||||||||
| /s/ Thomas J. Haughey | Director | July 11, 2025 | ||||||||||||
| Thomas J. Haughey | ||||||||||||||
| /s/ Matthew J. Leonard | Director | July 11, 2025 | ||||||||||||
| Matthew J. Leonard | ||||||||||||||
| /s/ Jeanne Thoma | Director | July 11, 2025 | ||||||||||||
| Jeanne Thoma | ||||||||||||||
| /s/ Antonio Pera | Director | July 11, 2025 | ||||||||||||
| Antonio Pera | ||||||||||||||
| /s/ Renee Tannenbaum | Director | July 11, 2025 | ||||||||||||
| Renee Tannenbaum | ||||||||||||||