ANI Pharmaceuticals Reports Equity Sales & Rights Modifications

TL;DR

ANI Pharma filed an 8-K for unregistered equity sales and rights changes. Keep an eye on this.

AI Summary

ANI Pharmaceuticals, Inc. filed an 8-K on September 26, 2025, reporting on unregistered sales of equity securities and material modifications to the rights of security holders. The filing details events that occurred on or before September 26, 2025, related to these matters.

Why It Matters

This filing indicates potential changes in the company's capital structure or security holder rights, which could impact investors and the company's operational flexibility.

Risk Assessment

Risk Level: medium — Unregistered sales of equity and modifications to security holder rights can signal potential dilution or changes in control, requiring closer investor scrutiny.

Key Players & Entities

• ANI PHARMACEUTICALS INC (company) — Registrant
• 210 Main Street West (location) — Principal Executive Offices Address
• Baudette, Minnesota (location) — Principal Executive Offices City and State
• September 26, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $1,000 — ivate placement for a purchase price of $1,000 per share and an aggregate purchase pri
• $25 million — hare and an aggregate purchase price of $25 million (the "Investment"). The Investment was
• $0.0001 — o shares of the Company's common stock, $0.0001 par value ("Common Shares"). The Design
• $41.4662 — Shares based on the conversion price of $41.4662 per Common Share. The Designation, unde

Filing Documents

• ani-20250926.htm (8-K) — 28KB
• 0001023024-25-000099.txt ( ) — 140KB
• ani-20250926.xsd (EX-101.SCH) — 2KB
• ani-20250926_lab.xml (EX-101.LAB) — 21KB
• ani-20250926_pre.xml (EX-101.PRE) — 12KB
• ani-20250926_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Concurrently with the closing of the acquisition of Novitium Pharma LLC on November 19, 2021, ANI Pharmaceuticals, Inc. (the "Company") issued and sold to Ampersand 2020 Limited Partnership ("Ampersand") 25 ,000 shares of the Company's Series A Convertible Preferred Stock (the "Preferred Shares ") in a private placement for a purchase price of $1,000 per share and an aggregate purchase price of $25 million (the "Investment"). The Investment was made pursuant to the Equity Commitment and Investment Agreement dated March 8, 2021, between the Company and Ampersand. As further described below, the Company's Certificate of Designation of Preferences, Rights and Limitations (the "Designation") relating to the Preferred Shares provides for optional conversion by Ampersand and mandatory conversion by the Company, each under certain circumstances and limitations, into shares of the Company's common stock, $0.0001 par value ("Common Shares"). The Designation also provides for dividends on the Preferred Shares at 6.50% per year on a cumulative basis, payable in cash or in-kind, and participates, on a pro-rata basis, in any dividends that may be declared with respect to the Common Shares. On August 14, 2025, in accordance with the terms of the Designation, Ampersand converted 5,000 Preferred Shares into 120,580 Common Shares based on the conversion price of $41.4662 per Common Share. The Designation, under certain circumstances and limitations, permits Ampersand to convert Preferred Shares at any time. On September 26, 2025, in accordance with the terms of the Designation, pursuant to due notice dated September 22, 2025, the Company mandatorily converted the remaining 20,000 outstanding Preferred Shares into 482,320 Common Shares based on the conversion price of $41.4662 per Common Share. The Designation permits the mandatory conversion only if, after the second anniversary of the issuance of the Preferred Sha

SIGNATURES

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: September 26, 2025 ANI PHARMACEUTICALS, INC. By: /s/ Stephen P. Carey Name: Stephen P. Carey Title: Senior Vice President Finance and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR