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):
October 5, 2015
IGI LABORATORIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
001-08568 |
01-0355758 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
105 Lincoln Avenue
Buena, New Jersey |
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08310 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (856) 697-1441
Not Applicable
(Former name or former address, if changed
since last report)
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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 5, 2015, IGI Laboratories, Inc.,
a Delaware corporation (the “Company”), together with a wholly-owned subsidiary of the Company incorporated
under the laws of Jersey (the “Company Subsidiary”, and together with the Company, the
“Purchasers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”)
and certain other ancillary agreements with Concordia Pharmaceuticals Inc., S.à.r.l., Barbados Branch (the “Seller”),
pursuant to which the Company acquired all rights, title and interests of the Seller in the existing inventory and certain contracts
associated with three currently marketed injectable pharmaceutical products (Fortaz®, ZinacefTM, and Zantac®
Injection) (the “Inventory”), and the Company Subsidiary acquired all rights, title and interests of
the Seller in, among other things, certain other contracts, product registrations and books and records associated with those
products (together with the Inventory and other assets acquired by the Company, the “Purchased Assets”).
The transaction was also completed on October 5, 2015.
In consideration for the purchase of the
Purchased Assets, the Purchasers paid the Seller an aggregate of $11,000,000 in cash and agreed to assume certain liabilities
associated with the Purchased Assets. The Purchase Agreement includes customary representations, warranties and covenants by the
Purchasers. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Seller and the Seller has agreed
to indemnify the Purchasers against certain liabilities.
A copy of the Purchase Agreement will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the period ending September 30, 2015. The Company intends to seek confidential treatment for
certain terms of the Purchase Agreement in connection with its filing in accordance with the procedures of the Securities and
Exchange Commission. The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such exhibit.
A copy of the Purchase Agreement will be
filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and covenants contained in the Purchase Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been
made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters
as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company
or any of its respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement, and this subsequent information may or may not be fully reflected
in the Company’s public disclosures.
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
The disclosure set forth under Item 1.01
of this Current Report on Form 8-K is hereby incorporated by this reference.
On October 5, 2015, the Company issued a
press release announcing the entry into the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1, and incorporated
herein by reference.
Neither the filing of the press release
as an exhibit to this Current Report on Form 8-K nor the inclusion in the press release of a reference to the Company’s internet
address shall, under any circumstances, be deemed to incorporate the information available at the Company’s internet address
into this Current Report on Form 8-K. The information available at the Company’s internet address is not part of this Current
Report on Form 8-K or any other report filed by it with the Securities and Exchange Commission.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Press Release of IGI Laboratories, Inc. dated October 5, 2015. |
SIGNATURE
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.
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IGI LABORATORIES, INC. |
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Date: October 5, 2015 |
By: |
/s/ Jenniffer Collins |
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Name: |
Jenniffer Collins |
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Title: |
Chief Financial Officer |
Exhibit 99.1
News
From
Buena, NJ 08310
Release Date: October 5, 2015
Contact: |
Jenniffer Collins |
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IGI Laboratories, Inc. |
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(856) 697-4379 |
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www.igilabs.com |
IGI LABORATORIES, INC. ANNOUNCES ACQUISITION
OF
THREE COMMERCIALIZED INJECTABLE PRODUCTS
Products Deliver Contribution To 2015
Financial Results
BUENA, NJ – (PRNewswire) - IGI Laboratories, Inc.
(NYSE MKT: IG), a New Jersey-based specialty generic pharmaceutical company, today announced it has acquired three currently marketed
injectable products from Concordia Pharmaceuticals, Inc., S.À.R.L., for $10 million in cash: Fortaz®, ZinacefTM,
and Zantac® Injection. According to IMS Health, the current addressable market in the United States for these products is estimated
at $26 million as of August 2015.
Jason Grenfell-Gardner, President and CEO of IGI, commented,
“This transaction delivers contribution to our fourth quarter of 2015 financial results. It is consistent with our TICO strategy,
and accelerates our commercial entry into the sterile injectable market. These products, while branded, compete in genericized
markets for these product forms, and thus should allow us to leverage our existing value chain for sales, marketing, and distribution
of these products. In addition, ZinacefTM and Fortaz® complement IGI’s pipeline of hospital-administered anti-infective
injectables, which is a market segment we believe is best served by a portfolio approach. Our business development team will continue
to focus on acquiring currently marketed assets that are aligned with our TICO strategy.”
About the Products
Zantac® Injection (Ranitidine Hydrochloride) is indicated
in some hospitalized patients with pathological hypersecretory conditions or intractable duodenal ulcers, or as an alternative
to the oral dosage form for short-term use in patients who are unable to take an oral medication.
Fortaz® (Ceftazidime) is indicated for the treatment of
patients with infections caused by susceptible strains of the designated organisms in the following diseases: lower respiratory
tract, skin and skin-structure, urinary tract, bacterial septicemia, bone and joint, gynecological, intra-abdominal, and CNS infections.
ZinacefTM (Cefuroxime Sodium) is indicated for the
treatment of patients with infections caused by susceptible strains of the designated organisms in the following diseases: lower
respiratory tract, urinary tract, skin and skin-structure infections, septicemia, meningitis, gonorrhea, and bone and joint infections
About IGI Laboratories, Inc.
IGI Laboratories is a specialty generic
pharmaceutical company. Our mission is to be a leading player in the specialty generic prescription drug market.
Forward-Looking Statements
This press release includes certain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, plans, objectives, expectations and intentions, and other statements contained in this press release
that are not historical facts and statements identified by words such as “plan,” “believe,” “continue,”
“should” or words of similar meaning. Factors that could cause actual results to differ materially from these expectations
include, but are not limited to: our inability to meet current or future regulatory requirements in connection with existing or
future ANDAs; our inability to achieve profitability; our failure to obtain FDA approvals as anticipated; our inability to execute
and implement our business plan and strategy; the potential lack of market acceptance of our products; our inability to protect
our intellectual property rights; changes in global political, economic, business, competitive, market and regulatory factors;
and our inability to complete successfully future product acquisitions. These statements are based on our current beliefs or expectations
and are inherently subject to various risks and uncertainties, including those set forth under the caption “Risk Factors”
in IGI Laboratories, Inc.’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other periodic reports
we file with the Securities and Exchange Commission. IGI Laboratories, Inc. does not undertake any obligation to update any forward-looking
statements contained in this document as a result of new information, future events or otherwise, except as required by law.
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