ANI PHARMACEUTICALS INC : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 8, 2020, ANI Pharmaceuticals, Inc. (the "Company" or "ANI") entered into and closed on an Asset Purchase Agreement (the "Agreement") with Amerigen Pharmaceuticals Ltd. (the "Seller") and acquired the Seller's right, title, and interest in its U.S. product portfolio of ten commercialized products, three FDA approved products with launches pending, four filed products and four in-development products as well as a license to commercialize two approved products (the "Acquired Assets").

In consideration for the purchase of the Acquired Assets, the Company paid to the Seller $52.5 million in cash, and agreed to pay contingent milestone payments over the next four years (provided that in no event will these milestone payments exceed $25 million in the aggregate). The contingent milestone payments are earned in cash in an amount equal to 50% of the Company's net profits on commercial sales of certain Seller products in excess of $16.0 million, $14.0 million, $12.0 million, and $11.0 million during each of the 2020, 2021, 2022, and 2023 calendar years, respectively.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.



No.                                     Description

  99.1       Press release, dated January 9, 2020, relating the acquisition of
           the Acquired Assets

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