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): ~~August~~September 289, 2020

Akorn, Inc.

(Exact Name of Registrant as Specified in Charter)

Louisiana	001-32360	72-0717400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1925 W. FIELD COURT, SUITE 300, LAKE FOREST, Illinois 60045

(Address of Principal Executive Offices) (Zip Code)

(847) 279-6100

(Registrant’s telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	AKRXQ(1)	(1)
Common Stock, No Par Value(1)	AKRXQ(1)	(1)

(1) On June 9, 2020, the NASDAQ Stock Market filed a Form 25 with the Securities and Exchange Commission to delist the common stock, no par value, of Akorn, Inc. (the “common stock”) from the NASDAQ Global Select Market. The delisting ~~will~~was be effective 10 days after the Form 25 was filed. The deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934 will be effective 90 days, or such shorter period as the Securities and Exchange Commission may determine, after filing of the Form 25. Following deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934, the common stock shall remain registered under Section 12(g) of the Securities Exchange Act of 1934. Trading of Akorn’s common stock now occurs on the OTC Pink Market under the symbol “AKRXQ.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 7.01

Regulation FD Disclosure.

As previously disclosed, on May 20, 2020, Akorn, Inc. (the “Company”) and its U.S. direct and indirect subsidiaries ~~filed~~(together with the Company, the “Company Parties”) filed voluntary ~~petitions~~cases under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “~~Bankruptcy~~Court”). On September 2, 2020, the Court approved the sale of substantially all of the assets of the Company Parties pursuant to Section 363 of the Bankruptcy Code (the “Sale”). The closing of the Sale is subject to customary closing obligations and expects to occur in the next few weeks.

~~On August~~In ~~28,~~connection ~~2020~~with the Sale, the Company is ~~filed~~engaged ain ~~monthly~~discussions ~~operating report~~ with ~~the~~certain ~~Bankruptcy~~lenders ~~Court~~and ~~for~~it ~~the~~intends ~~period from July 1, 2020~~ to ~~July 31,~~provide ~~2020 (the “Monthly Operating Report”),~~ a copy of ~~which~~the ispresentation attached as Exhibit 99.1 ~~to this Current Report on Form~~hereto ~~8-K~~ (~~“Current~~the ~~Report~~“Presentation”) ~~and is incorporated by reference herein. This Current Report (including exhibits hereto) will not be deemed an admission as~~ to ~~the~~such ~~materiality of any information required to be disclosed solely by Regulation FD~~lenders. ~~The Monthly Operating Reports and other filings with the Bankruptcy Court related to the Chapter 11 Cases may be available electronically at www.akorn-forward.com.~~

The Presentation contains certain information related ~~being~~to ~~furnished~~actual ~~under~~and ~~this Item~~potential ~~7.01~~effects of the COVID-19 pandemic, as well as certain projections and forecasts including ~~Exhibit~~the ~~99.1~~cash flow projections, ofsales ~~this~~projections ~~Current~~by ~~Report~~product ~~shall~~and ~~not~~the bePro ~~deemed~~Forma capital structure. The information in the Presentation is based solely on information available to bethe ~~“filed”~~Company ~~for~~as ~~purposes~~of the date of ~~Section~~their preparation and, therefore, the projections and forecasts 18included therein may differ from actual results and such differences may be material. Especially given the uncertainty of the ~~Securities~~evolving COVID-19 ~~Exchange~~pandemic, ~~Act~~the ofCompany ~~1934~~reserves the right to make adjustments to the preliminary results, projections and forecasts in the future, as ~~amended~~additional (operational and financial data is received. Any projections or forecasts included in the “ Presentation were not prepared with a view toward public disclosure or compliance with the published guidelines of the U.S. Securities and Exchange Commission ~~Act~~(“SEC”). The Company’s independent accountants have not examined, compiled or otherwise ~~subject~~applied procedures to the ~~liabilities of~~projections ~~that~~or ~~section~~forecasts and, ~~nor~~accordingly, ~~shall~~do itnot beexpress ~~deemed~~an ~~incorporated~~opinion byor ~~reference~~any ~~into~~other ~~any~~form ~~registration~~of ~~statement~~assurance with respect to the projections or ~~other~~forecasts. ~~document~~The ~~filed~~inclusion byof the ~~Company~~ ~~under~~projections or forecasts in the ~~Securities~~Presentation ~~Act~~should ofnot ~~1933,~~be regarded as ~~amended,~~an indication that the Company or its representatives consider the ~~Exchange~~projections ~~Act,~~or ~~except~~forecasts asto ~~expressly~~be ~~set~~a ~~forth~~reliable byprediction ~~specific~~of ~~reference~~future events, and inthe projections and forecasts should not be relied upon as such. ~~filing~~Therefore, a reader should not place undue reliance on these projections or forecasts.

Cautionary ~~Statement~~Note ~~Concerning~~Regarding ~~the Monthly Operating Report and~~ Forward-Looking Statements

~~The~~This ~~Company~~report ~~cautions~~includes ~~investors~~statements that may constitute “forward-looking statements,” including statements regarding the Chapter 11 Cases, the Company’s long-term business plan and ~~potential~~outlook,the ~~investors~~Company’s ~~not~~ability to ~~place~~finalize ~~undue~~closing ~~reliance~~obligations ~~upon~~and complete the ~~information~~Sale ~~contained~~and its ability to continue operating in the ~~Monthly~~ordinary ~~Operating~~course ~~Report,~~and ~~which~~meet ~~was~~commitments ~~not prepared~~while ~~for~~ the ~~purpose~~Chapter of11 ~~providing~~Cases are pending, other statements regarding the ~~basis~~Company’s ~~for~~plans anand ~~investment~~strategy ~~decision~~and ~~relating~~the topotential ~~any~~impact of the ~~securities~~spread of ~~the~~coronavirus ~~Company~~(also known as COVID-19). ~~The~~When used ~~Monthly~~in ~~Operating~~this ~~Report~~report, isthe ~~limited~~words in“will,” ~~scope~~“expect,” ~~covers~~“continue,” a“believe,” ~~limited~~“seek,” ~~time~~“anticipate,” ~~period~~“estimate,” “intend,” “could,” “would,” “strives” and ~~has~~similar ~~been~~expressions ~~prepared~~are ~~solely~~generally ~~for~~intended to identify forward-looking statements. These statements are made pursuant to the safe ~~purpose~~harbor provisions of ~~complying with~~Section 27A of the ~~monthly~~Securities ~~reporting~~Act ~~requirements~~of 1933, as amended, and Section 21E of the ~~Bankruptcy~~Securities ~~Court~~Exchange Act of 1934, as amended (the “Exchange Act”). ~~The~~A ~~Monthly~~number ~~Operating~~of ~~Report~~important ~~was~~factors ~~not~~could ~~audited~~cause oractual ~~reviewed~~results byof ~~independent~~the Company and ~~accountants~~its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, ~~was~~but are not limited ~~prepared~~to: in(i) ~~accordance~~the Company’s ability to consummate the Sale; (ii) potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; (iii) the Company’s ability to obtain timely approval by the Court with respect ~~generally~~to ~~accepted~~the ~~accounting~~motions ~~principles~~filed in the ~~United~~Chapter ~~States,~~11 isCases; in(iv) aobjections ~~format~~that could protract the Chapter 11 Cases; (v) employee attrition ~~prescribed~~and bythe ~~applicable~~Company’s ~~bankruptcy~~ability ~~laws~~to orretain ~~rules,~~senior management and isother ~~subject~~key personnel due to ~~future~~the ~~adjustment~~distractions and ~~reconciliation.~~uncertainties; (vi) ~~There~~the ~~can~~Company’s beability noto ~~assurance~~comply with the restrictions imposed by the terms and conditions of the DIP Facility and other ~~that~~financing arrangements; (vii) the Company’s ability to maintain relationships with suppliers, ~~from~~customers, employees and other third parties and regulatory authorities as a result of the ~~perspective~~Chapter 11 Cases; (viii) the effects of anthe ~~investor~~Chapter or11 ~~potential~~Cases ~~investor~~on inthe Company and on the interests of various constituents, including holders of the Company’s ~~securities,~~common stock; (ix) the ~~Monthly~~Court’s rulings ~~Operating~~on ~~Report~~the outcome of the Chapter 11 Cases generally; (x) the length of time that the Company will operate under Chapter 11 isprotection ~~complete.~~and ~~The~~the ~~Monthly~~continued ~~Operating~~availability ~~Report~~of ~~also~~operating ~~contains~~capital ~~information~~during ~~for~~the ~~periods~~pendency ~~which~~of ~~are~~the ~~shorter~~Chapter or11 ~~otherwise~~Cases; ~~different~~(xi) ~~from~~risks ~~those~~associated ~~required~~with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ~~reports~~ability ~~pursuant~~to consummate the Sale; (xii) increased administrative and legal costs related to the ~~Exchange~~Chapter ~~Act,~~11 process; potential delays in the Chapter 11 process due to the effects of the COVID-19 virus; (xiii) other litigation and inherent risks involved in a bankruptcy process; and (xiv) such other ~~information~~risks ~~might~~and ~~not~~uncertainties beoutlined ~~indicative~~in the risk factors detailed in Part I, Item 1A, “Risk Factors,” of the Company’s ~~financial~~Annual ~~conditions~~Report oron ~~operating~~Form ~~results~~10-K for the ~~period~~fiscal ~~that~~year ~~would~~ended beDecember ~~reflected~~31, in2019 (as filed with the SEC on February 26, 2020), Part II, Item 1A, “Risk Factors,” of the Company’s ~~financial~~Quarterly ~~statements~~Reports oron Form 10-Q for the fiscal quarters ended March 31, 2020 in(as ~~its~~filed ~~reports~~with ~~pursuant~~the toSEC on May 11, 2020) and June 30, 2020 (as filed with the ~~Exchange~~SEC ~~Act.~~on ~~Results~~August ~~set~~7, ~~forth~~2020) and other risk factors identified from time to time in the ~~Monthly~~Company’s ~~Operating~~filings ~~Report~~with the SEC. Readers should carefully review these risk factors, and should not place beundue ~~viewed~~reliance ason ~~indicative~~the Company’s forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of ~~future~~this ~~results~~report. The Company undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

~~Furthermore,~~The ~~this~~description ~~Current Report~~in ~~and~~this ~~the~~Form ~~exhibit hereto may contain “forward~~8-~~looking~~K ~~statements” within the meaning~~ of the ~~Private Securities~~ ~~Litigation~~Presentation ~~Reform~~does ~~Act~~not ofpurport ~~1995.~~to ~~All~~be ~~statements,~~complete other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements and ~~are~~is ~~based~~qualified ~~on management’s current expectations, beliefs, assumptions and estimates. The Company’s actual results may differ materially and adversely from those expressed or implied~~ in ~~the~~its ~~forward-looking~~entirety ~~statements~~by asreference ~~a result of the risk factors and cautionary language described from time~~ to ~~time in~~ the ~~Company’s~~complete ~~most~~Presentation ~~recent Annual Report on Form~~attached ~~10-K,~~as ~~the~~Exhibit ~~Company’s Quarterly Reports on Form 10-Q and the Company’s Current Reports on Form 8-K, including those risk factors associated with the Chapter 11 Cases~~99.1 ~~The Company has no obligation to update or revise these forward-looking statements and does not undertake to do so~~hereto.

The information being furnished in this Item 97.01 ~~Financial~~and ~~Statements~~in ~~and~~Exhibit ~~Exhibits~~99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

~~(d)~~Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description ~~of Exhibit~~
99.1		~~Monthly Operating Report for the period from July 1, 2020 to July 31, 2020, filed with the United States Bankruptcy Court for the District of Delaware~~Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		Akorn, Inc.
Date: August 28, 2020	By:	/s/ Duane A. Portwood
Date: September 9, 2020	By:	/s/ Duane A. Portwood
		Duane A. Portwood
		Chief Financial Officer

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