ANI Pharmaceuticals (NASDAQ: ANIP) fully converts Series A preferred into 602,900 common shares

Rhea-AI Filing Summary

ANI Pharmaceuticals, Inc. disclosed that all of its Series A Convertible Preferred Stock held by Ampersand 2020 Limited Partnership has been converted into common stock. Ampersand originally purchased 25,000 Preferred Shares in 2021 for an aggregate $25 million, with the shares carrying a 6.50% cumulative dividend and conversion features set out in a Certificate of Designation.

On August 14, 2025, Ampersand optionally converted 5,000 Preferred Shares into 120,580 common shares at a conversion price of $41.4662 per share. On September 26, 2025, after specified stock price conditions were met, ANI mandatorily converted the remaining 20,000 Preferred Shares into 482,320 common shares at the same conversion price.

In total, the conversions exchanged all 25,000 Preferred Shares for 602,900 common shares, leaving no Preferred Shares outstanding. The common shares issued in these exchanges relied on the Section 3(a)(9) exemption under the Securities Act for transactions with existing security holders without paid solicitation.

8-K Event Classification

2 items: 3.02, 3.03

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Understanding 8-K Material Events →

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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): September 26, 2025

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)			(I.R.S. 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

Not Applicable

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

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

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 (see General Instruction A.2. below):

¨ 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(b))

¨ 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 3.02			Unregistered Sales of Equity Securities.
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 Shares, the volume-weighted average price of the Company’s Common Shares for any 20 trading days out of 30 consecutive trading days exceeds 170% of the conversion price, which conditions had been satisfied.

The foregoing conversions of all 25,000 Preferred Shares for an aggregate of 602,900 Common Shares results in no Preferred Shares remaining outstanding.

The foregoing summary of the Designation does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 26, 2021, which exhibit is incorporated herein by reference.

The Common Shares issued upon the conversions of the Preferred Shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as involving exchanges by us exclusively with our existing security holder in transactions where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

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

FAQ

What did ANI Pharmaceuticals (ANIP) disclose in this 8-K filing?

ANI Pharmaceuticals reported that all 25,000 shares of its Series A Convertible Preferred Stock held by Ampersand 2020 Limited Partnership have been converted into a total of 602,900 common shares, leaving no Preferred Shares outstanding.

How many ANI Pharmaceuticals preferred shares were converted and into how many common shares?

Ampersand converted 25,000 Preferred Shares of ANI Pharmaceuticals into an aggregate of 602,900 common shares, split between 120,580 shares on August 14, 2025 and 482,320 shares on September 26, 2025.

What conversion price was used for the ANI Pharmaceuticals preferred stock?

Both conversion transactions used a conversion price of $41.4662 per common share, as provided in the Certificate of Designation governing the Series A Convertible Preferred Stock.

Why was the final conversion of ANI Pharmaceuticals preferred shares mandatory?

The Certificate of Designation permits mandatory conversion after the second anniversary of issuance if the volume-weighted average price of ANI's common shares exceeds 170% of the conversion price for any 20 trading days out of 30 consecutive trading days, conditions that were satisfied before the September 26, 2025 conversion.

How were the preferred shares of ANI Pharmaceuticals originally issued to Ampersand?

ANI Pharmaceuticals issued 25,000 Series A Convertible Preferred Shares to Ampersand 2020 Limited Partnership on November 19, 2021 in a private placement at $1,000 per share, for an aggregate purchase price of $25 million, in connection with the Novitium Pharma LLC acquisition.

Under what securities law exemption were the ANI Pharmaceuticals common shares issued upon conversion?

The common shares issued upon conversion of the Preferred Shares were issued in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933, involving exchanges with an existing security holder without any commission or other remuneration paid for soliciting the exchange.

What dividend rights did the ANI Pharmaceuticals Series A Convertible Preferred Stock have before conversion?

The Series A Convertible Preferred Stock carried dividends at 6.50% per year on a cumulative basis, payable in cash or in-kind, and participated on a pro-rata basis in any dividends declared on ANI Pharmaceuticals common shares.