UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~May 2024

Commission File Number 001-35463

Taro Pharmaceutical Industries Ltd.

(Translation of registrant’s name into English)

14 Hakitor Street, Haifa Bay 2624761, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

TARO PROVIDES RESULTS FOR ~~DECEMBER~~YEAR ENDED MARCH 31, ~~2023~~2024

Hawthorne, NY, ~~January~~May 2520, 2024 - Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the “Company”) today provided unaudited financial results for the quarter and ~~nine~~year ~~months~~ ended ~~December~~March 31, ~~2023~~2024.

Quarter ended ~~December~~March 31, ~~2023~~2024 Highlights ─ compared to ~~December~~March 31, ~~2022~~2023

•

Net sales of $~~157~~164.19 million increased $1718.94 million, or 12.95%, principally due to new launches and gross-to-net (“GTN”) adjustments. Excluding the impact of GTN adjustments, sales growth was high single digits.

•

Gross profit of $7987.94 million (5053.80% of net sales) compared to $6475.07 million (4651.06% of net sales).

•

Research and development (R&D) expenses of $1320.65 million increased $04.72 million.

•

Selling, marketing, general and administrative expenses (SG&A) of $5058.41 million included certain one-time charges of $~~0.9~~1 million related to ~~recruiting expenses for~~ the ~~relocation of our Alchemee operations from California to New York and legal costs related to the~~ Special Committee that was established by the Board to consider the proposal submitted by Sun Pharmaceutical Industries Ltd. on May 26, 2023. Excluding these charges, SG&A ~~declined~~increased ~~marginally~~$7.0 million.

•

Operating income was $15 8.98 million; excluding the impact from the GTN adjustments and the certain one-time charges, ~~operating~~for ~~income~~the ~~was~~quarter, ~~$16.8~~the ~~million~~decline ~~compared~~in tothe operating income ofwas ~~$1.3~~even ~~million in the previous year quarter~~higher.

•

Interest and other financial income of $15.58 million increased $87.98 million.

•

Tax expense of $1311.12 million compared to a tax expense of $111.90 million ~~in the prior year quarter~~.

•

Net income attributable to Taro was $2015.21 million compared to net income of $76.39 million ~~in the previous quarter~~, resulting in earnings per share of $0.5440 compared to earnings per share of $0.1918. Excluding the impact from the certain one-time charges, net income was $16.1 million, resulting in diluted earnings per share of $0.43.

~~Nine~~Year ~~Months~~ ended ~~December~~March 31, ~~2023~~2024 Highlights ─ compared to ~~December~~March 31, ~~2022~~2023

•

Net sales of $~~464~~629.2 million increased $3756.92 million or 8.9.8%, principally due to new launches and one-time GTN adjustments. Excluding, these adjustments, the sales growth was mid-single-digits.

•

Gross profit of $~~217~~305.60 million (4648.95% of net sales as compared to 4546.28%) increased $2536.06 million.

•

R&D expenses of $4464.15 million increased $812.13 million~~, principally the result of increased clinical studies~~.

•

SG&A of $~~160~~219.80 million included certain one-time charges of $1314.2 million related to the aforementioned certain one-time charges and transitional expenses for the relocation of our Alchemee operations from California to New York. Excluding these charges, SG&A was $~~147~~204.67 million, ~~slightly~~increased ~~below~~3.2% above the prior year.

•

Operating income was $1221.75 million; excluding the impact from the GTN adjustments and the certain one-time charges during the current year, the resulting operating income was ~~slightly~~lower ~~increased~~than ~~as compared to~~ the ~~prior~~previous year.

•

Interest and other financial income of $4056.42 million increased $2735.53 million from $1220.89 million ~~in the prior year~~..

•

~~Net~~Tax ~~income~~expense ~~was~~of $3828.8 million compared to ~~$18.5~~tax ~~million,~~expense ~~resulting in earnings per share~~ of $112.038 ~~compared~~million, toan ~~earnings~~increase ~~per share~~ of $016.~~49.~~0 million.

•

Net income attributable to Taro was $53.9 million compared to $25.4 million, resulting in earnings per share of $1.43 compared to earnings per share of $0.68. Excluding the impact from the certain one-time charges, net income was $66.3 million, resulting in diluted earnings per share of $1.77.

Cash Flow and Balance Sheet Highlights

•

~~Net~~Cash ~~cash~~flow provided by operations for the ~~nine~~year ~~months~~ ended ~~December~~March 31, ~~2023~~2024 was $86124.26 million compared to ~~net cash used in operations of~~ $2431.98 million for the ~~nine~~year ~~months~~ ended ~~December~~March 31, ~~2022~~2023. Excluding the impact from ~~settlement~~certain ~~payments~~one-time ~~and settlement and loss contingencies~~ charges impacting ~~the~~both ~~prior year~~years, cash flow provided by operations was $97137.70 million compared to $5099.40 million for the ~~nine~~year ~~months~~ ended ~~December~~March 31, ~~2022~~2023.

•

As of ~~December~~March 31, ~~2023~~2024, cash and cash equivalents, short-term bank deposits and marketable securities (both short- and long-term) ~~increased~~was $511.03 ~~million~~billion, toor $182.~~306~~2 ~~billion~~million ~~from~~more than March 31, 2023.

~~Taro~~The ~~Announces~~Company ~~Merger~~cautions ~~Agreement~~that ~~with~~the ~~Sun~~foregoing ~~Pharma~~2024 financial information is unaudited and is subject to change.

On January 17, 2024, Taro and Sun Pharmaceutical Industries Limited (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) (together with its subsidiaries and/or associates referred as “Sun Pharma”) announced that they have entered into a definitive merger agreement in which Sun Pharma, Taro’s controlling shareholder, has agreed to acquire all of the outstanding ordinary shares of Taro (other than the shares already held by Sun Pharma or its affiliates) for $43.00 per share in cash without interest. The merger is subject to various closing conditions. These include, among other conditions, the approval of the merger by the affirmative vote of shareholders representing at least 75% of the voting power of the Company's shares present and voting in person or by proxy at a meeting of the Company’s shareholders, including at least a majority of the voting power of such shares held by holders other than Sun Pharma and its affiliates or any other holders having a personal interest (under the Israeli Companies Law) in the merger and voting thereon.

The $43.00 per share purchase price represents a 48% premium over the closing price of $28.97 pershare on May 25, 2023, the last trading day before Sun Pharma first submitted its non-binding proposal to Taro, and a 58% premium to the volume-weighted average price of the shares during the 60 days prior to and including May 25, 2023.

The Company cautions that the foregoing 2023 financial information is unaudited and is subject to change.

************************

About Taro

Taro Pharmaceutical Industries Ltd. is a multinational, science-based pharmaceutical company dedicated to meeting the needs of its customers through the discovery, development, manufacturing and marketing of the highest quality healthcare products. For further information on Taro Pharmaceutical Industries Ltd., please visit the Company’s website at www.taro.com.

SAFE HARBOR STATEMENT

The unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, and, in the opinion of management, reflect all adjustments necessary to present fairly the financial condition and results of operations of the Company. The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 20-F, as filed with the SEC.

Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements that do not describe historical facts or that refer or relate to events or circumstances the Company “estimates,” “believes,” or “expects” to happen or similar language, and statements with respect to the Company’s financial performance, availability of financial information, and estimates of financial results and information for fiscal year ~~2024~~2025. Although the Company believes the expectations reflected in such forward-looking statements to be based on reasonable assumptions, it can give no assurances that its expectations will be attained. Factors that could cause actual results to differ include general domestic and international economic conditions, industry and market conditions, changes in the Company's financial position, litigation brought by any party in any court in Israel, the United States, or any country in which Taro operates, regulatory and legislative actions in the countries in which Taro operates, and other risks detailed from time to time in the Company’s SEC reports, including its Annual Reports on Form 20-F. Forward-looking statements are applicable only as of the date on which they are made. The Company undertakes no obligations to update, change or revise any forward-looking statement, whether as a result of new information, additional or subsequent developments or otherwise.

**Financial Tables Follow**

TARO PHARMACEUTICAL INDUSTRIES LTD.

SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(U.S. dollars in thousands, except share data)

Quarter Ended

~~Nine~~Twelve Months Ended

December 31,

March 31,

2023

2022

2023

2022

2024

2023

2024

2023

Sales, net

~~157~~164,~~145~~941

~~139~~146,~~202~~587

~~464~~629,~~241~~182

~~426~~572,~~365~~952

Cost of sales

77,~~241~~552

7570,~~155~~879

~~246~~324,~~651~~203

~~233~~304,~~750~~629

Impairment

23—

—

Gross profit

7987,~~881~~389

6475,~~047~~708

~~217~~304,~~567~~956

~~192~~268,~~615~~323

Operating Expenses:

Research and development

1320,~~588~~478

1216,~~907~~306

4464,~~058~~536

3552,~~937~~243

Selling, marketing, general and administrative

5058,~~410~~127

4950,~~861~~128

~~160~~218,~~808~~935

~~148~~198,~~238~~366

Operating income *

158,~~883~~784

19,~~279~~274

1221,~~701~~485

817,~~440~~714

Financial (income)/expense, net:

Interest and other financial income

(15,~~496~~834

)

(68,~~592~~036

)

(4056,~~358~~192

)

(1220,~~814~~850

)

Foreign exchange (income)/expense

(138

)

(738

)

(597

)

2,344

Foreign exchange expense/(income)

588

469

)

2,813

Other gain, net

12,~~827~~198

~~563~~1,059

24,~~783~~981

12,~~403~~462

Income before income taxes

3326,~~344~~228

917,~~172~~900

5682,~~440~~668

2038,~~313~~213

Tax expense

1311,~~136~~150

110,~~907~~987

1728,~~651~~801

112,~~781~~768

Net income *

2015,~~208~~078

76,~~265~~913

3853,~~789~~867

1825,~~532~~445

Net income/(loss) per ordinary share:

Net income/ per ordinary share:

Basic and Diluted *

0.5440

0.1918

1.0343

0.4968

Weighted-average number of shares used to compute net income/(loss) per share:

Weighted-average number of shares used to compute net income per share:

Basic and Diluted

37,584,891

May not foot due to rounding.

* For the quarter ended ~~December~~March 31, ~~2023~~2024, excluding the impact from the certain one-time charges of $01.90 million (see page one of release for a description), operating income was $169.8 million. compared to operating income of $18.38 million. Excluding the impact of the certain one-time charges, net income was $2116.01 million, resulting in earnings per share of $0.5643.

* For the ~~nine~~full ~~months~~year ended ~~December~~March 31, ~~2023~~2024, excluding the impact from the certain one-time charges of $1314.2 million (see page one of release for a description), operating income was $2535.97 million compared to $821.45 million. Excluding the impact of the certain one-time charges, net income was $5066.23 million, resulting in earnings per share of $1.3477.

TARO PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
	December 31,		March 31,
	March 31,		March 31,
	2023		2023
	2024		2023
ASSETS	(unaudited)		(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	~~382~~362,~~409~~909	$	154,495
Short-term bank deposits		5658,~~480~~947		119,980
Marketable securities		~~463~~457,~~327~~495		575,814
Accounts receivable and other:
Trade, net		~~191~~177,~~232~~463		202,260
Other receivables and prepaid expenses		3941,~~140~~772		57,210
Inventories		~~214~~204,~~816~~817		226,669
TOTAL CURRENT ASSETS		1,~~347~~303,~~404~~403		1,336,428
Marketable securities		~~403~~457,~~544~~991		404,896
Property, plant and equipment, net		~~218~~217,~~385~~592		190,139
Deferred income taxes		9783,~~300~~397		103,672
Goodwill		17,231		17,231
Other assets		7982,~~315~~455		83,147
TOTAL ASSETS	$	2,~~163~~162,~~179~~069	$	2,135,513
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	5144,~~183~~664	$	68,~~485~~484
Other current liabilities		~~322~~316,~~876~~443		317,064
TOTAL CURRENT LIABILITIES		~~374~~361,~~059~~107		385,~~549~~548
Deferred taxes and other long-term liabilities		107,~~027~~956		19,106
TOTAL LIABILITIES		~~384~~369,~~086~~063		404,~~655~~654
Taro shareholders' equity		1,~~779~~793,~~093~~006		1,730,~~858~~859
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,~~163~~162,~~179~~069	$	2,135,513

TARO PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
	Nine Months Ended December 31,
	Twelve Months Ended March 31,
	2023			2022
	2024			2023
Cash flows from operating activities:
Net income	$	3853,~~789~~867		$	1825,~~533~~445
Adjustments required to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		2231,~~872~~094			2132,~~320~~127
Impairment of long-lived assets		23			—
Realized loss on sale of long-lived assets		—			2136
Change in derivative instruments, net		—			(24	)
Adjustments to opening balance sheet (PPA)		—			(15,292	)
Decrease in goodwill and intangible assets		242			—
Effect of change in exchange rate on marketable securities and bank deposits		(~~539~~86	)		12,~~590~~291
Deferred income taxes, net		519,~~189~~148			416,~~612~~802
Decrease (increase) in trade receivables, net		10,781			(5,168	)
Decrease in trade receivables, net		24,481			37,482
Decrease (increase) in inventories, net		1121,~~769~~728			(1216,~~361~~922	)
Decrease in other receivables, income tax receivables, prepaid expenses and other		1815,~~367~~730			72,~~287~~240
Decrease in trade, income tax, accrued expenses and other payables		(1433,~~972~~839	)		(6760,~~938~~707	)
(Income)/expense from amortization of marketable securities bonds, net		(67,~~303~~833	)		78,~~247~~172
Net cash provided by (used in) operating activities		86,218			(24,900	)
Net cash provided by operating activities		124,555			31,750
Cash flows from investing activities:
Purchase of plant, property & equipment, net		(4853,~~229~~971	)		(1117,~~186~~553	)
Investment in other intangible assets		(99247	)		(~~122~~294	)
Proceeds (Investment) in short-term bank deposits, net		63,500			(121,982	)
Proceeds from (Investment in) short-term bank deposits, net		58,338			(72,394	)
Proceeds from marketable securities, net		126,367			3,060
Proceeds from (Investment in) marketable securities, net		81,723			(33,315	)
Investment in other investments		—(1,500	)		(2,000	)
Net cash used in (provided by) investing activities		141,539			(132,230	)
Net cash provided by (used in) investing activities		84,343			(125,556	)
Cash flows from financing activities:
Effect of exchange rate changes on cash and cash equivalents		(483	)		(2,833	)
Net cash used in financing activities		—			—
Increase (decrease) in cash and cash equivalents		208,415			(96,639	)
Effect of exchange rate changes on cash and cash equivalents		157			(2,031	)
Increase (decrease) in cash and cash equivalents		227,914			(159,161	)
Cash and cash equivalents at beginning of period		154,495			251,134
Cash and cash equivalents at end of period	$	~~382~~362,~~409~~910		$	91154,~~973~~495
Cash Paid during the year for:
Income taxes	$	1018,~~600~~309		$	34,~~415~~175
Cash Received during the year for:
Income taxes	$	12,931		$	14,156
Non-cash investing transactions:
Purchase of property, plant and equipment included in accounts payable	$	12,~~360~~041		$	1,~~260~~242
Non-cash financing transactions:
Purchase of marketable securities, net	$	14,~~305~~602		$	23,~~710~~038
Sale of marketable securities	$	270		$	—

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, thereunto duly authorized.

Date: ~~January~~May 2520, 2024

TARO PHARMACEUTICAL INDUSTRIES LTD.

By: /s/ Uday Baldota

Name: Uday Baldota

Title: Chief Executive Officer and Director

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