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): ~~February~~April 64, 2023

LANNETT COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

~~Commission~~COMMISSION ~~File~~FILE NoNO. 001-31298

State of Delaware		23-0787699
(State of Incorporation)		(I.R.S. Employer I.D. No.)

1150 Northbrook Drive, Suite 155

Trevose, PA 19053

(215) 333-9000

(Address of principal executive offices and telephone number)

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, $0.001 par value		LCI		New York Stock Exchange

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 (see General Instruction A.2. below):

¨ 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 ~~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~~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. ¨

Item 38.~~03.~~01 ~~Material~~Other ~~Modification to Rights of Security Holders.~~Events

ToOn April 4, 2023, Lannett Company, Inc. (the ~~extent~~“Company”) ~~required~~issued bya ~~Item~~press ~~3.03~~release, a copy of ~~Form~~which is included as Exhibit 99.1 hereto and incorporated by reference ~~8-K~~herein, ~~the~~announcing ~~information~~results ~~contained~~from inits ~~Item~~pivotal ~~5.03~~clinical ofinsulin ~~this~~trial ~~Current~~and ~~Report~~an update on ~~Form~~conversations ~~8-K~~with iskey ~~incorporated~~secured ~~herein~~creditors bytoward ~~reference~~a balance sheet deleveraging transaction.

~~Item~~As 5disclosed in the press release, the Company elected to defer an interest payment on the Company’s unsecured convertible notes and enter a 30-day grace period.~~03.~~ ~~Amendments~~The Company’s election to ~~Articles~~not ofmake ~~Incorporation~~the orinterest ~~Bylaws;~~payment ~~Change~~was not driven by liquidity constraints as the Company has approximately $47 million in ~~Fiscal~~unrestricted cash ~~Year~~as of March 31, 2023.

AsIf ~~previously~~the ~~disclosed~~Company does not make this interest payment within the 30-day grace period, onit ~~January~~will constitute an event of default under the indenture governing the convertible notes. If an event of default occurs, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding convertible notes may declare 100% of the principal of, ~~2023~~and accrued and unpaid interest on, all the convertible notes to be due and payable immediately. If the convertible ~~Lannett~~notes ~~Company~~are accelerated, ~~Inc.~~it (will constitute an event of default under the “indenture governing the Company”)’s ~~held~~senior asecured ~~meeting~~notes ofand the ~~stockholders~~trustee (or the ~~“Annual~~holders ~~Meeting”)~~of not less than 30.0% Atin aggregate principal amount of the ~~Annual~~outstanding ~~Meeting,~~senior secured notes may declare the principal of the ~~stockholders~~senior ~~approved~~secured anotes ~~proposed~~and ~~amendment~~accrued but unpaid interest thereon to ~~our~~be ~~Certificate~~due ofand ~~Incorporation~~payable toimmediately ~~effect~~and athen ~~reverse~~may ~~stock~~exercise rights ~~split~~and (remedies under the ~~“Reverse~~agreements governing the senior secured notes. If the Company fails to pay the interest on the convertible ~~Stock~~notes ~~Split”)~~by the end of ~~its~~the ~~issued~~grace ~~and~~period ~~outstanding~~or ~~common~~if ~~stock~~the convertible notes are accelerated, ~~par~~it ~~value~~will ~~$0.001~~also ~~per~~constitute ~~share~~an (event of default under the Company’s ~~“Common~~second ~~Stock”)~~lien credit agreement and the administrative agent, itself or at athe ~~ratio~~ request of ~~between~~requisite ~~1-for-3~~lenders, may declare the second lien term loans and ~~1-for-5,~~interest ~~inclusive,~~thereon asdue ~~determined~~and payable and exercise all rights and remedies under the second lien credit agreement and related agreements. If the Company fails to pay the interest on the convertible notes by the ~~Board~~end of ~~Directors~~the grace period or if the trustee or holders of the ~~Company~~convertible atnotes ~~any~~are ~~whole~~entitled ~~number~~to inaccelerate the ~~above~~convertible ~~range. The~~notes, ~~approval~~it will also ~~includes~~constitute aan ~~corresponding~~event ~~reduction~~of indefault under the ~~number~~Company’s ofasset-backed ~~authorized~~revolving ~~shares~~credit ofagreement ~~our~~and ~~Common~~the ~~Stock~~administrative byagent, itself or at the ~~selected~~request ~~Reverse~~of ~~Stock~~requisite lenders, ~~Split~~may ~~ratio~~declare the revolving loans and interest thereon due and payable, terminate commitments and exercise all rights and remedies under the asset-based revolving credit agreement and related agreements.

~~Following~~This ~~shareholder~~Item 8.01 ~~approval~~contains forward-looking statements. Forward-looking statements are not promises or guarantees and oninvestors ~~January~~are ~~25,~~cautioned ~~2023~~that all forward-looking statements involve risks and uncertainties, including but not limited to the ~~Board~~impact of ~~Directors~~competitive ofproducts ~~the~~and pricing, ~~Company~~product ~~approved~~demand aand ~~1-for-4~~market ~~Reverse~~acceptance, ~~Stock~~new ~~Split~~product ofdevelopment, acquisition-related challenges, the ~~Company’s~~regulatory environment, ~~Common~~interest ~~Stock.~~rate Onfluctuations, ~~February~~reliance 3on key strategic alliances, ~~2023~~availability of raw materials, fluctuations in operating results, our ability to remain listed on the ~~Company~~New ~~filed~~York ~~with~~Stock Exchange and the ~~Secretary~~impact of ~~State~~any delisting, including under the indenture governing our convertible notes, the impact of failure to pay interest when due on our debt, the ~~State~~ability to implement a recapitalization, restructuring or similar transaction and the terms of ~~Delaware~~such a ~~Certificate~~transaction, the impact if any recapitalization, restructuring or similar transaction is implemented under applicable bankruptcy laws, including Chapter 11 of ~~Amendment~~the U.S. Bankruptcy Code, and other risks detailed from time to ~~its~~time ~~Certificate~~in ofour ~~Incorporation~~filings (with the ~~“Certificate~~Securities ofand ~~Amendment~~Exchange Commission (“SEC”). These statements are based on management’s current expectations and are naturally subject to ~~effect~~uncertainty ~~the~~and ~~Reverse~~changes ~~Stock~~in ~~Split~~circumstances. ~~The~~We caution ~~Reverse~~you ~~Stock Split~~not ~~became~~to ~~effective~~place undue reliance upon any such forward-looking statements which speak only as of ~~5:00~~the pdate made.m. ~~Eastern~~The ~~Time~~Company is onunder ~~February~~no 6obligation to, ~~2023.~~and ~~Beginning~~expressly ondisclaims ~~February~~any 7such obligation to, ~~2023~~update or alter its forward-looking statements, whether as a result of new information, future events or otherwise and other events or factors, many of which are beyond our control, including those resulting from such events, or the prospect of such events, such as public health issues including health epidemics or pandemics, such as the outbreak of the novel coronavirus, whether occurring in the United States or elsewhere, which could disrupt our operations, disrupt the operations of our suppliers and business development and other strategic partners, disrupt the global financial markets or result in political or economic instability. The information in this Form 8-K should be read in conjunction with information in the Company’s ~~Common~~filings ~~Stock will~~with ~~trade~~the SEC, including its most recent Annual Report on aForm 10-K and ~~split~~Quarterly Report on Form 10-~~adjusted~~Q, ~~basis~~including the consolidated financial statements and the Management’s Discussion and Analysis of Financial Condition and Results of Operations included therein.

~~Upon~~ITEM ~~the effectiveness of the Reverse Stock Split, every four shares of the Company's Common Stock was automatically converted into one share of Common Stock~~9.01 ~~The~~FINANCIAL ~~Company's~~STATEMENTS ~~authorized shares~~AND of Common Stock, outstanding warrants, equity-based awards and convertible notes will be proportionately adjusted. No fractional shares will be issued in connection with the Reverse Stock Split. Following the completion of the Reverse Stock Split, Lannett's transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the Reverse Stock Split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of Lannett Common Stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share.EXHIBITS

The Company’s Common Stock will continue to trade on the New York Stock Exchange (NYSE) under the symbol “LCI,” but will trade under the new CUSIP number 516012 200. The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 10.102 and is incorporated herein by reference. The Company expects to file the full Certificate of Incorporation as amended as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

1099.~~102~~1 ~~Certificate~~April of4, ~~Amendment~~2023 toPress ~~the Certificate of Incorporation of Lannett Company, Inc.~~Release

104

Cover Page Interactive Data File (embedded within the Inline XRBL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

LANNETT COMPANY, INC
By:	/s/ Samuel H. Israel
	Chief Legal Officer and General Counsel
	Date: February 7, 2023

LANNETT COMPANY


By:	/s/ Samuel H. Israel
	Chief Legal Officer and General Counsel
	Date: April 4, 2023

EXHIBIT INDEX

Exhibit:	Description:

99.1	April 4, 2023 Press Release
104	Cover Page Interactive Data File (embedded within the Inline XRBL document)

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