UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On November 15, 2022 (the “Effective Date”) Amphastar Nanjing Pharmaceuticals, Inc. (“ANP”), a wholly owned subsidiary of Amphastar Pharmaceuticals, Inc. (the “Company”), entered into a supply agreement (the “Agreement”) with Nanjing Letop Biotechnology Co., Ltd. (“Letop”). Pursuant to the Agreement, Letop will manufacture and deliver chemical intermediates (“Intermediates”) for ANP according to the requirements of the purchase orders confirmed by Letop (collectively, the “Transaction”). ANP is entitled to decide the quantity of the Intermediates that it purchases from Letop at its own discretion, and ANP has no obligation to purchase any minimum quantity of the Intermediates from Letop. ANP will retain ownership of all confidential information ANP shares with Letop during the term of this Agreement. Each of ANP and Letop have made customary representations, warranties and covenants in the Agreement. This Agreement will remain in full force and effect for a period of three (3) years from the Effective Date.
Payments under the Agreement will be made in Chinese yuan. The total cost of the Agreement to ANP for the three (3) year period of the agreement shall not exceed approximately $1.5 million, with payments adjusted based on actual currency exchange rates.
As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Henry Zhang is an immediate family member of Dr. Jack Zhang, Chief Executive Officer, President, and Director of the Company, Dr. Mary Luo, Chairman, Chief Operating Officer, and Director of the Company. Henry Zhang beneficially owns a majority of the equity interest in Letop, and the Agreement with Letop represents a related party transaction. Accordingly, the independent and disinterested members of the Audit Committee of the Board of Directors of the Company evaluated and approved the Transaction and entry into the Agreement following their review of applicable considerations.
The foregoing is a brief description of the material terms of the Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copies of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit |
| Description |
10.1* |
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because the identified confidential information (i) is not material and (ii) would be competitively harmful if publicly disclosed. |
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.
| AMPHASTAR PHARMACEUTICALS, INC. | ||
Date: November 18, 2022 |
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By: | /S/WILLIAM J. PETERS |
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| William J. Peters | ||
| Chief Financial Officer, Executive Vice President and Treasurer | ||
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