Esjay LLC Amends ANI Pharma Stake, Signals Ownership Change

TL;DR

**Esjay LLC just updated its ANI Pharma ownership, watch for potential stock movement!**

AI Summary

Esjay LLC, a major shareholder in ANI Pharmaceuticals Inc., filed an amendment to its Schedule 13D on January 17, 2024, indicating a change in its beneficial ownership. The filing, triggered by an event on December 18, 2023, updates information regarding Esjay LLC's holdings of ANI Pharmaceuticals' Common Stock, par value $0.0001 per share. This matters to investors because significant changes in ownership by large shareholders like Esjay LLC can signal shifts in confidence or strategic intentions, potentially influencing stock price or future corporate actions.

Why It Matters

Changes in major shareholder positions can indicate shifts in investor sentiment or potential strategic moves, which could impact the stock's future performance.

Risk Assessment

Risk Level: medium — While not inherently negative, a change in a major shareholder's position introduces uncertainty regarding their future intentions and potential impact on the company.

Analyst Insight

Investors should monitor subsequent filings from Esjay LLC and ANI Pharmaceuticals Inc. for more details on the nature of this ownership change and any potential strategic implications.

Key Numbers

• 00182C103 — CUSIP Number (identifies the Common Stock of ANI Pharmaceuticals, Inc.)

Key Players & Entities

• Esjay LLC (company) — the filing person and a major shareholder in ANI Pharmaceuticals Inc.
• ANI Pharmaceuticals Inc. (company) — the subject company whose securities are being reported on
• December 18, 2023 (date) — the date of the event requiring the filing of this statement
• January 17, 2024 (date) — the filing date of the SC 13D/A
• $0.0001 (dollar_amount) — the par value per share of ANI Pharmaceuticals' Common Stock

Forward-Looking Statements

• Esjay LLC may further adjust its stake in ANI Pharmaceuticals Inc. in the near future. (Esjay LLC) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm243398d1_sc13da.htm (SC 13D/A) — 76KB
• 0001104659-24-004294.txt ( ) — 78KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to common stock, $0.0001 par value per share (the “Common Stock”), of the Company. The principal executive offices of the Company are located at 210 Main Street West, Baudette, Minnesota 56623.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 2 is being filed on behalf of the Reporting Persons. (b) The principal business address of the Reporting Persons is 16732 Strasbourg Lane, Delray Beach, Florida 33446. (c) Mr. Shanmugam is the Head of R&D and COO of NJ Operations and a Board of Director of the Company. Esjay LLC is a Delaware limited liability company, with a business address of 16732 Strasbourg Lane, Delray Beach, Florida 33446. Its principal business is a personal asset holding and management company. SS Pharma LLC is a Delaware limited liability company, with a business address of 16732 Strasbourg Lane, Delray Beach, Florida 33446. Its principal business is a personal asset holding and management company. (d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Persons were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) Mr. Shanmugam is a citizen of the United States of America. Esjay LLC is a Delaware limited liability company. SS Pharma LLC is a Delaware limited liability company.

Source and Amount of Funds

Item 3. Source and Amount of Funds The 5,000 shares of Common Stock held by SS Pharma LLC included in this Schedule 13D were purchased in the open market on March 17, 2022. Additionally, Mr. Shanmugam purchased 5,000 shares of Common Stock in the open market on March 17, 2022 and received equity compensation awards relating to 28,947 underlying shares of Common Stock on February 28, 2023. The remaining shares of the Common Stock to which this Schedule 13D relates were acquired by the Reporting Persons in connection with the Company’s acquisition (the “Acquisition”) of Novitium Pharma LLC (“Novitium”) pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021 (the “Merger Agreement”), by and among the Company, Novitium, Nile Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, Esjay LLC, a Delaware limited liability company (“Esjay”), Chali Properties, LLC, a New Jersey limited liability company, Chad Gassert, Muthusamy Shanmugam and Thorappadi Vijayaraj (collectively, the “Key Persons”, and Muthusamy Shanmugam and Thorappadi Vijayaraj, together with Esjay and Chali, the “Principal Members”) and Shareholder Representative Services LLC, a Colorado limited liability company, as the representative of the Company Members (as defined in the Merger Agreement).The Acquisition closed on November 19, 2021 (the “Closing Date”). Pursuant to the Merger Agreement and effective as of the Closing Date, (i) an aggregate of 70,250 Company Interests (as defined in the Merger Agreement) of Novitium held by Mr. Shanmugam were converted into 13,460 shares of Common Stock of the Company and (ii) an aggregate of 6,954,750 Company Interests (as defined in the Merger Agreement) of Novitium held by Esjay were converted into 1,332,620 shares of Common Stock of the Company. This number of shares of Common Stock held by the Reporting Persons reported

Purpose of the Transaction

Item 4. Purpose of the Transaction The shares of Common Stock held by SS Pharma LLC included in this Schedule 13D were purchased in the open market on March 17, 2022. Additionally, Mr. Shanmugam purchased 5,000 shares of Common Stock in the open market on March 17, 2022 and received equity compensation awards relating to 28,947 underlying shares of Common Stock on February 28, 2023. The remaining shares of Common Stock included in this Schedule 13D were acquired pursuant to the Merger Agreement. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference. Mr. Shanmugam serves as the Head of R&D and COO of NJ Operations and a member of the Board of Directors of the Company. Accordingly, the Reporting Persons may have influence over the corporate activities of the Company, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Registration Rights Agreement and the Lockup Agreement described in Item 6 of this Schedule 13D, the Reporting Persons may, from time to time, purchase or sell securities of the Company as appropriate for their personal circumstances. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The percentage of the Common Stock beneficially owned by the Reporting Persons is based on 20,426,683 shares of Common Stock of the Company outstanding as of November 1, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission on November 8, 2023 (the “Form 10-Q”). Mr. Shanmugam beneficially owns an aggregate of 985,027 shares of Common Stock, representing approximately 4.8% of the outstanding Common Stock, through being the Managing Member of Esjay and SS Pharma LLC. The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is incorporated herein by reference. (c) The following table indicates sales effected during the preceding 60 days by Esjay pursuant to a Rule 10b5-1 trading plan adopted by Esjay on March 21, 2023: Date of Sale Number of Shares of Common Stock Price* 11/15/2023 7,647 $ 53.64 11/16/2023 6,448 $ 51.66 11/17/2023 13,000 $ 51.00 12/15/2023 11,974 $ 52.44 12/18/2023 13,026 $ 52.44 12/19/2023 25,000 $ 52.65 * In each case, reflects a weighted average price of shares of Common Stock sold on the applicable date. (d) Not applicable. (e) The Reporting Persons ceased to own more than five percent of the outstanding Common Stock on December 18, 2023.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with the Closing Date, the Company Members (as defined in the Merger Agreement) have certain registration rights with respect to their shares of Common Stock set forth in the Registration Rights Schedule attached to the Merger Agreement. Further, the Principal Members, Key Persons and certain other members of Novitium have agreed to certain lock-up, voting and standstill restrictions with respect to the shares of Common Stock they received in connection with the Acquisition. This summary is qualified by the actual terms of the Merger Agreement and the Registration Rights Schedule, copies of which are filed as exhibits to this Schedule 13D and are incorporated herein by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Name 1. Agreement and Plan of Merger dated March 8, 2021 by and among ANI Pharmaceuticals, Inc., Nile Merger Sub LLC, Novitium Pharma LLC, Esjay LLC, Chali Properties, LLC, Chad Gassert, Muthusamy Shanmugam and Thorappadi Vijayaraj and Shareholder Representative Services LLC as the representative of the Company Members (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2021). 2. Registration Rights Schedule to the Merger Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 26, 2021) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Date: January 17, 2024 SS Pharma LLC By: /s/ Muthusamy Shanmugam Muthusamy Shanmugam Managing Member Esjay LLC By: /s/ Muthusamy Shanmugam Muthusamy Shanmugam Managing Member Muthusamy Shanmugam /s/ Muthusamy Shanmugam

View Full Filing

View this SC 13D/A filing on SEC EDGAR