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): April 411, 2023

LANNETT COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

COMMISSION FILE NO. 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 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).

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 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April 4~~May 16, 2023, John Kozlowski will be leaving Lannett Company, Inc. (the “Company”) ~~issued~~to apursue ~~press~~other ~~release,~~opportunities. aIn ~~copy~~consideration of ~~which~~the isextended ~~included~~notice asperiod, his ~~Exhibit 99.1~~15 ~~hereto~~years ~~and~~loyal ~~incorporated~~service byand ~~reference herein~~customary releases, ~~announcing~~he ~~results~~will ~~from~~be ~~its~~separated ~~pivotal~~without ~~clinical~~cause ~~insulin~~from ~~trial~~his ~~and~~position anas ~~update~~Vice onPresident ~~conversations~~of ~~with~~Finance, Chief ~~key~~Financial ~~secured~~Officer ~~creditors~~and ~~toward~~Principal ~~a balance~~Accounting ~~sheet deleveraging transaction~~Officer.

AsIn ~~disclosed~~connection inwith ~~the~~his ~~press~~departure, ~~release~~on April 14, 2023, the Company ~~elected~~ toentered ~~defer~~into ana ~~interest~~separation ~~payment~~agreement onand ~~the~~general ~~Company’s~~release ~~unsecured~~(the ~~convertible~~“Separation ~~notes~~Agreement”) ~~and~~with ~~enter a 30-day grace period~~Mr. ~~The Company’s~~Kozlowski. ~~election~~Under tothe ~~not~~terms ~~make~~of the ~~interest~~Separation ~~payment~~Agreement, ~~was~~which ~~not~~include ~~driven~~customary byconfidentiality ~~liquidity~~and ~~constraints~~non-disparagement asprovisions, ~~the~~Mr. ~~Company~~Kozlowski ~~has~~will receive ~~approximately~~a ~~$47~~severance ~~million~~payment inof ~~unrestricted cash~~$696,795 asand ofcertain ~~March 31,~~other ~~2023~~separation benefits.

~~If the Company does not make this interest payment~~The ~~within~~company ~~the~~has ~~30-day grace period, it 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~~place ~~principal~~succession ~~amount~~plans offor ~~the outstanding convertible notes may declare 100% of the principal of, and accrued and unpaid interest on,~~ all ~~the~~its ~~convertible~~key ~~notes~~employees ~~to be due~~ and ~~payable~~is ~~immediately.~~currently Ifreviewing ~~the~~succession ~~convertible notes~~planning ~~are~~alternatives accelerated, it will constitute an event of default under the indenture governing the Company’s senior secured notes and the trustee or the holders of not less than 30.0% in aggregate principal amount of the outstanding senior secured notes may declare the principal of the senior secured notes and accrued but unpaid interest thereon to ~~be due and payable immediately and then may exercise rights and remedies under~~ address the ~~agreements governing the senior secured notes. If the Company fails to pay the interest on the convertible~~ ~~notes~~chief byfinancial ~~the~~officer ~~end~~role ofafter the grace period or if the convertible notes are accelerated, it will also constitute an event of default under the Company’s second lien credit agreement and the administrative agent, itself or at the request of requisite lenders, may declare the second lien term loans and interest thereon due and payable and exercise all rights and remedies under the second lien credit agreement and related agreementsMr. If the Company fails to pay the interest on the convertible notes by the end of the grace period or if the trustee or holders of the convertible notes are entitled to accelerate the convertible notes, it will also constitute an event of default under the CompanyKozlowski’s asset-backed revolving credit agreement and the administrative agent, itself or at the request of requisite lenders, may 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 agreementsdeparture.

~~This~~The ~~Item~~foregoing ~~8.01 contains~~description forward-looking statements. Forward-looking statements are not promises or guarantees and investors are cautioned that all forward-looking statements involve risks and uncertainties, including but not limited to the impact of ~~competitive products and pricing, product demand and market acceptance, new product development, acquisition-related challenges,~~ the ~~regulatory~~Separation ~~environment,~~Agreement ~~interest~~does ~~rate~~not ~~fluctuations,~~purport ~~reliance on key strategic alliances, availability of raw materials, fluctuations in operating results, our ability~~ to ~~remain~~be ~~listed~~complete ~~on the New York Stock Exchange~~ and the impact of any delisting, including under the indenture governing our convertible notes, the impact of failure to pay interest when due on our debt, the ability to implement a recapitalization, restructuring or similar transaction and the terms of such a transaction, the impact if any recapitalization, restructuring or similar transaction is ~~implemented~~qualified ~~under applicable bankruptcy laws, including Chapter 11 of the U.S. Bankruptcy Code, and other risks detailed from time to time~~ in ~~our~~its ~~filings~~entirety ~~with~~by ~~the~~reference ~~Securities and Exchange Commission (“SEC”). These statements are based on management’s current expectations and are naturally subject~~ to ~~uncertainty and changes in circumstances. We caution you not to place undue reliance upon any such forward-looking statements which speak only as of~~ the ~~date~~Separation ~~made. The Company is under no obligation to~~Agreement, ~~and expressly disclaims any such obligation to, 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~~is ~~beyond~~included ~~our control, including those resulting from such events, or the prospect of such events, such~~ as ~~public health issues including health epidemics~~Exhibit 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 instability10.103 ~~The~~to ~~information in~~ this ~~Form 8-K~~Current ~~should be read in conjunction with information in the Company’s filings with the SEC, including its most recent Annual~~ Report on Form 10 8-K ~~and~~ ~~Quarterly Report on Form 10-Q, including the consolidated financial statements~~ and ~~the~~incorporated ~~Management’s~~herein ~~Discussion~~by ~~and Analysis of Financial Condition and Results of Operations included therein~~reference.

~~ITEM~~Item 9.01 ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

(d) Exhibits.

99.1 April 4, 2023 Press Release

Exhibit Number		Description
10.103		Separation Agreement and General Release, dated April 14, 2023, by and between John Kozlowski and Lannett Company, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XRBL document)

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

~~By:~~	~~/s/ Samuel H. Israel~~By:	/s/ Samuel H. Israel
	~~Chief Legal Officer and General Counsel~~	Chief Legal Officer and General Counsel
	Date: April 4, 2023
		Date: April 14, 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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