Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in
Item 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed, on January 25, 2023, Lannett Company, Inc. (the
"Company") held a meeting of stockholders (the "Annual Meeting"). At the Annual
Meeting, the stockholders approved a proposed amendment to our Certificate of
Incorporation to effect a reverse stock split (the "Reverse Stock Split") of its
issued and outstanding common stock, par value $0.001 per share (the "Common
Stock"), at a ratio of between 1-for-3 and 1-for-5, inclusive, as determined by
the Board of Directors of the Company at any whole number in the above range.
The approval also includes a corresponding reduction in the number of authorized
shares of our Common Stock by the selected Reverse Stock Split ratio.
Following shareholder approval and on January 25, 2023, the Board of Directors
of the Company approved a 1-for-4 Reverse Stock Split of the Company's Common
Stock. On February 3, 2023, the Company filed with the Secretary of State of the
State of Delaware a Certificate of Amendment to its Certificate of Incorporation
(the "Certificate of Amendment") to effect the Reverse Stock Split. The Reverse
Stock Split became effective as of 5:00 p.m. Eastern Time on February 6, 2023.
Beginning on February 7, 2023, the Company's Common Stock will trade on a
split-adjusted basis.
Upon the effectiveness of the Reverse Stock Split, every four shares of the
Company's Common Stock was automatically converted into one share of Common
Stock. The Company's authorized shares of Common Stock, outstanding warrants,
equity-based awards and convertible notes will be proportionately adjusted. No
fractional shares will be issued in connection with the Reverse Stock Split.
Following the completion of the Reverse Stock Split, Lannett's transfer agent
will aggregate all fractional shares that otherwise would have been issued as a
result of the Reverse Stock Split and those shares will be sold into the market.
Stockholders who would otherwise hold a fractional share of Lannett Common Stock
will receive a cash payment from the proceeds of that sale in lieu of such
fractional share.
The Company's Common Stock will continue to trade on the New York Stock Exchange
(NYSE) under the symbol "LCI," but will trade under the new CUSIP number 516012
200. The summary of the Certificate of Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the
Certificate of Amendment, a copy of which is attached hereto as Exhibit 10.102
and is incorporated herein by reference. The Company expects to file the full
Certificate of Incorporation as amended as an exhibit to its Quarterly Report on
Form 10-Q for the fiscal quarter ending March 31, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.102 Certificate of Amendment to the Certificate of Incorporation of
Lannett Company, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XRBL document)
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