UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 11, 2018

AMNEAL PHARMACEUTICALS, INC.
 (Exact Name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-38485
 
32-0546926
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
400 Crossing Blvd
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (908) 947-3120
N/A
(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 :

☐      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. ☐






Explanatory Note

As previously reported in the Current Report on Form 8-K filed by Amneal Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), on May 7, 2018 as amended by Amendment No. 1 on Form 8-K/A filed by the Company on May 10, 2018 (as amended, the “ Original Report ”), the transactions (the “ Business Combination Transactions ”) pursuant to the Business Combination Agreement dated as of October 17, 2017, as amended, by and among the Company, Impax Laboratories, LLC (f/k/a Impax Laboratories, Inc.) (“ Impax ”), K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (“ Amneal ”), were consummated on May 4, 2018, and each of Impax and Amneal became subsidiaries of the Company.

This Amendment No. 2 should be read in conjunction with the Original Report and amends the Original Report to provide certain historical financial information for Amneal and certain unaudited pro forma information of the Company as required by Item 9.01(a) and Item 9.01(b) of Form 8-K in connection with the Business Combination Transactions and should be read in conjunction with the Original Report. Except as set forth in Item 9.01 below, no other modifications have been made to the Original Report

Item 9.01     Financial Statements and Exhibits.

(a)     Financial Statements of Business Acquired.

The audited consolidated balance sheets of Impax as of December 31, 2017 and December 31, 2016, the related audited consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for Impax for each of the years in the three year period ended December 31, 2017, and the notes thereto, including the related report of the independent registered public accounting firm thereon, included in the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2018, as amended (the “ Form S-1 ”), are incorporated by reference herein.

The unaudited consolidated balance sheet of Impax as of March 31, 2018, the related unaudited consolidated statements of operations, comprehensive (loss) income and cash flows for Impax for the three months ended March 31, 2018 and March 31, 2017, and the notes thereto contained in the Quarterly Report on Form 10-Q filed by Impax on May 10, 2018 are incorporated by reference herein.

The audited consolidated balance sheets of Amneal as of December 31, 2017 and December 31, 2016, the related audited consolidated statements of income, comprehensive income, changes in members’ deficit and cash flows for Amneal for each of the years in the three year period ended December 31, 2017, and the notes thereto, including the related report of the independent registered public accounting firm thereon, included in the Form S-1 are incorporated by reference herein.

The unaudited consolidated balance sheet of Amneal as of March 31, 2018, the related unaudited consolidated statements of income, comprehensive income, changes in members' deficit and cash flows for Amneal for the three months ended March 31, 2018 and March 31, 2017, and the notes thereto, are filed herewith as Exhibit 99.1 and incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2017, and the unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2017, and the notes thereto, included in the Form S-1 are incorporated by reference herein.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2018 and the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2018, and the notes thereto, are filed herewith as Exhibit 99.2 and incorporated by reference herein.





(d) Exhibits.

Exhibit No.
Description
Unaudited consolidated balance sheets of Amneal as of March 31, 2018 and December 31, 2017, the related unaudited consolidated statements of income, comprehensive income, changes in members' deficit and cash flows for Amneal for the three months ended March 31, 2018 and 2017, and the notes thereto.
Unaudited pro forma condensed combined balance sheets of the Company as of March 31, 2018 and December 31, 2017, the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2018, and the notes thereto.






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.

Date: July 11, 2018
AMNEAL PHARMACEUTICALS, INC.
 
 
 
 
By:
/s/ Bryan M. Reasons
 
Name:
Bryan M. Reasons
 
Title:
Senior Vice President and Chief Financial Officer
 
 
 














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