UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Explanatory Note
On June 30, 2023, Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Amphastar” or the “Company”) filed a Current Report on Form 8-K disclosing that on June 30, 2023, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”) dated April 21, 2023 by and among Eli Lilly and Company, an Indiana corporation (“Lilly”), Amphastar, and Amphastar’s wholly-owned subsidiary, Amphastar Medication Co., LLC, the Company completed its acquisition of BAQSIMI® glucagon nasal powder (“BAQSIMI®”) and the related assets from Lilly, and assumption of certain liabilities of Lilly pursuant to the Purchase Agreement.
This amendment to the Form 8-K, or Form 8-K/A, is being filed for the purpose of satisfying Amphastar's undertaking to file the financial statements and pro forma condensed combined financial statements required in connection with the above-referenced acquisition by Item 9.01 of Form 8-K, and this Form 8-K/A should be read in conjunction with the Form 8-K. Except as set forth herein, no modifications have been made to information contained in the Form 8-K, and Amphastar has not updated any information contained therein to reflect events that have occurred since the date of the Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The audited abbreviated financial statements of BAQSIMI® as of and for the years ended December 31, 2022 and 2021, together with the notes and auditor’s report thereon, are attached as Exhibit 99.1 and are incorporated by reference. The consent of Ernst & Young LLP, the independent auditors of Lilly, is attached hereto as Exhibit 23.1 to this Amendment.
The unaudited abbreviated financial statements of BAQSIMI® as of and for the three months ended March 31, 2023 and 2022, together with the notes thereto are attached as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro forma financial information
The unaudited pro forma consolidated combined balance sheet for the Company and BAQSIMI® as of March 31, 2023 and unaudited pro forma consolidated combined statements of operations for the Company and BAQSIMI® for the three months ended March 31, 2023 and for the year ended December 31, 2022 that give effect to the acquisition of BAQSIMI® are attached as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits
Exhibit |
| Description |
23.1 |
| |
99.1 | ||
99.2 | ||
99.3 | ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 16, 2023 |
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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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