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): June 816, 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(1)		New York Stock Exchange(1)

(1) On April 19, 2023, Lannett Company, Inc. received a written notice from the New York Stock Exchange (the “NYSE”) notifying LCI that it would commence proceedings to delist our common stock and our common stock was suspended from trading. On April 20, 2023, our common stock began trading over-the-counter under the symbol “LCIN” and subsequently began trading under the symbol “LCINQ.” On May 4, 2023, the NYSE filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist our common stock from trading and to remove it from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting became effective 10 days after the filing of the Form 25. In accordance with Rule 12d2-2 of the Exchange Act, the de-registration of our common stock under Section 12(b) of the Exchange Act would become effective 90 days, or such shorter period as the SEC may determine, from the date of the Form 25 filing.

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. ¨

EXPLANATORY NOTE

On June 16, 2023 (the “Effective Date”), Lannett Company, Inc. (“LCI”) and certain subsidiaries emerged from their chapter 11 restructuring process. Specifically, as previously disclosed, on May 2, 2023, LCI and certain of its subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On May 2, 2023, the Debtors also filed a proposed joint prepackaged plan of reorganization [Docket No. 16] (as amended, supplemented, or modified, the “Plan”) and associated disclosure statement [Docket No. 17] (the “Disclosure Statement”) in the Bankruptcy Court. On June 5, 2023, the Debtors filed an amended Plan [Docket No. 220]. On June 8, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement for, and Confirming, the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Lannett Company, Inc. and its Debtor Affiliates, and (II) Granting Related Relief [Docket No. 243] (the “Confirmation Order”), which approved the Disclosure Statement and confirmed the Plan.

The Plan became effective on the Effective Date in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. As part of the transactions undertaken pursuant to the Plan, the Debtors were reorganized and all of the shares of common stock of LCI outstanding immediately prior to the Effective Date, were cancelled, discharged and are now of no force and effect.

Item 1.01

Entry into a Material Definitive Agreement.

Takeback Exit Facility

On the Effective Date, the reorganized Debtors (the “Reorganized Debtors”) entered into that certain First Lien Credit and Guaranty Agreement, dated as of June 16, 2023 (the “Takeback Credit Agreement”), with the lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent, which governs a financing facility consisting of term loans (the “Term Loans”) in an aggregate principal amount of $60 million (the “Takeback Exit Facility”).

The Takeback Exit Facility matures June 16, 2030, the seventh anniversary of the Effective Date, accrues interest, payable in-kind, at a rate of 2%, and is secured by all assets of the Reorganized Debtors.

The Takeback Credit Agreement contains certain customary affirmative and negative covenants, representations and warranties and events of default (subject in certain cases to customary grace and cure periods), including an event of default in the event that (x) any judgment or judgments are rendered against any one or more of the Reorganized Debtors in an amount equal to or greater than $7.5 million in the aggregate or (y) any Reorganized Debtor fails to pay and discharge any obligation or liability timely when due in an amount equal to or greater than $5.0 million in the aggregate and such obligation or liability remains unpaid and past due for more than 90 days.

New Revolving Credit Facility

On the Effective Date, the Reorganized Debtors entered into that certain Credit and Guaranty Agreement, dated as of June 16, 2023 (the “New RCF Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, which governs a revolving credit facility consisting of revolving commitments in an aggregate amount of $45.0 million (the “New RCF Facility” and the loans thereunder, the “Revolving Loans”). The proceeds of the Revolving Loans may be used (x) on the Effective Date to pay fees and expenses incurred in connection with the execution, delivery and performance by the Reorganized Debtors of the New RCF Credit Agreement and the borrowings contemplated thereby and other costs associated with emergence from the Chapter 11 Cases and (y) after the Effective Date for any purpose not prohibited by the New RCF Credit Agreement, including for working capital and general corporate purposes.

The New RCF Facility matures June 16, 2028, the fifth anniversary of the Effective Date, accrues interest at a rate of (x) Adjusted Term SOFR (as defined in the New RCF Credit Agreement) plus 2.50% or (y) Base Rate (as defined in the New RCF Credit Agreement) plus 1.50%, and is secured by all assets of the Reorganized Debtors.

The New RCF Credit Agreement contains certain customary affirmative and negative covenants, representations and warranties and events of default (subject in certain cases to customary grace and cure periods), including an event of default in the event that (x) any judgment or judgments are rendered against any one or more of the Reorganized Debtors in an amount equal to or greater than $7.5 million in the aggregate or (y) any Reorganized Debtor fails to pay and discharge any obligation or liability timely when due in an amount equal to or greater than $5.0 million in the aggregate and such obligation or liability remains unpaid and past due for more than 60 days.

Item 1.02

Termination of a Material Definitive Agreement.

Prepetition Indebtedness

Pursuant to the Plan, on the Effective Date, the obligations of the Debtors under (i) the indenture, dated as of September 27, 2019, between LCI and Wilmington Trust, National Association, as trustee; (ii) the indenture, dated as of April 22, 2021, as supplemented by the first supplemental indenture, dated as of April 22, 2021, by and among LCI, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and note collateral agent; and (iii) the Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021, by and among LCI, the other creditor parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent (as further amended), were cancelled.

Equity Interests

In accordance with the Plan, on the Effective Date, all shares of LCI’s common stock issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no further force or effect.

Item 1.03

Bankruptcy or Receivership.

AsOn ~~previously disclosed, on May~~June 216, 2023, ~~Lannett~~ ~~Company, Inc. (“LCI”) and certain subsidiaries (collectively with LCI,~~ the “Debtors” orfiled ~~the~~a ~~“Company~~Notice ~~Parties”),~~of ~~filed voluntary petitions~~ (~~the “Chapter 11 Cases”~~I) Entry ~~under chapter 11~~ of ~~title~~Order 11Approving of the ~~United~~Disclosure ~~States~~Statement ~~Bankruptcy Code~~for, ~~(the~~and ~~“Bankruptcy~~Confirming ~~Code”) in~~ the ~~United~~Debtors’ ~~States~~Amended ~~Bankruptcy~~Joint ~~Court~~Prepackaged ~~for the District of Delaware (the “Bankruptcy Court”). The~~ Chapter 11 ~~Cases~~Plan ~~are~~of ~~being~~Reorganization ~~jointly~~of ~~administered under the caption In re~~ Lannett Company, Inc., etand ~~al.~~its Debtor Affiliates, ~~Case~~and ~~No. 23-10559~~ (~~JKS~~II)~~. On May~~ 2,Occurrence ~~2023,~~of the ~~Debtors~~Effective ~~filed~~Date ~~a proposed joint prepackaged plan of reorganization~~ [Docket No. 16260]. The ~~(as~~information ~~amended,~~set ~~supplemented, or~~forth ~~modified,~~in the ~~“Plan”)~~explanatory ~~and~~note ~~associated~~is ~~disclosure~~incorporated ~~statement~~by ~~[Docket~~reference ~~No. 17]~~into ~~(the~~this ~~“Disclosure~~Item ~~Statement”) in the Bankruptcy Court~~1.03.

OnItem ~~June 8, 2023,~~2.03 ~~the~~Creation ~~Bankruptcy Court entered the Findings~~ of ~~Fact,~~Direct ~~Conclusions~~Financial ofObligation ~~Law,~~or ~~and~~an ~~Order~~Obligation ~~(I) Approving~~under ~~the~~an ~~Disclosure~~Off-Balance ~~Statement for,~~Sheet ~~and~~Arrangement ~~Confirming, the Amended Joint Prepackaged Chapter 11 Plan~~ of ~~Reorganization~~a ~~of Lannett Company, Inc~~Registrant. and its Debtor Affiliates, and (II) Granting Related Relief [Docket No. 243] (the “Confirmation Order”), which approved the Disclosure Statement and confirmed the Plan. The Debtors expect that the effective date of the Plan will occur once all conditions precedent to the Plan have been satisfied (the “Effective Date”).

~~Summary~~The information set forth in Item 1.01 is incorporated ofby ~~the~~reference ~~Plan~~into this Item 2.03.

~~The~~Item ~~following is a summary of the material terms of the Plan as confirmed by the Bankruptcy Court~~3.02 ~~This~~Unregistered ~~summary~~Sales ~~highlights only certain substantive provisions~~ of ~~the~~Equity ~~Plan and is not intended to be a complete description of the Plan~~Securities. This summary is qualified in its entirety by reference to the full text of the Confirmation Order, which includes the Plan as an exhibit, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

~~The~~Pursuant to the Plan ~~provides~~ ~~that,~~and ~~among~~following ~~other~~the ~~things~~cancellation of LCI’s outstanding common stock described in this Current Report, on the Effective Date:, reorganized LCI (“Reorganized LCI”) issued (i) new common equity interests (the “New Common Stock”) to holders of notes outstanding under the First Lien Indenture (as defined in the Confirmation Order) and to lenders of the loans issued pursuant to the Second Lien Term Loan Agreement (as defined in the Confirmation Order), and (ii) new warrants to purchase the New Common Stock (the “New Warrants”) to holders of notes outstanding under the Convertible Notes Indenture (as defined in the Confirmation Order) and to the lenders of the loans issued pursuant to the Second Lien Term Loan Agreement. The issuance of the New Common Stock and New Warrants was exempt from registration under the Securities Act of 1933, as amended pursuant to section 1145 of the Bankruptcy Code or another exemption from registration.

·Item ~~holders~~3.03 ofMaterial ~~notes~~Modification ~~outstanding~~to ~~under~~ the ~~First~~Rights ~~Lien Indenture (as defined in the Confirmation Order) will receive their pro rata share~~ of ~~97%~~Security ~~of both the common equity interests of reorganized LCI (the “New Common Stock”) and the financing facility to be entered into by the reorganized debtors (the “Takeback Exit Facility”);~~Holders.

·The ~~lenders~~information ofset ~~the~~forth ~~loans~~under ~~issued pursuant to~~ the ~~Second~~Explanatory Note ~~Lien Term Loan Agreement (as defined in the Confirmation Order) will receive their pro rata share of 3% of both the New Common Stock~~ and ~~the~~Items ~~Takeback~~1.01, ~~Exit~~1.02, ~~Facility~~1.03, as5.01 ~~well~~and as5.03 ~~their pro rata share~~ of ~~the~~this ~~Second~~Current ~~Lien~~Report ~~New~~on ~~Warrant~~Form 8-K ~~Recovery~~is ~~(as~~incorporated ~~defined~~herein inby ~~the Confirmation Order);~~reference.

·Item ~~holders~~5.01 ofChanges ~~an allowed General Unsecured Claim (as defined~~ in ~~the~~Control ~~Confirmation Order) will either be (a) reinstated or (b) paid in full in cash on the later~~ of (i) the Effective Date and (ii) the date on which such payment would otherwise be due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such allowed General Unsecured Claim;Registrant.

·On ~~holders~~the ofEffective ~~notes~~Date, ~~outstanding~~pursuant ~~under~~to the ~~Convertible~~Plan, ~~Notes~~all equity ~~Indenture~~interests ~~(as defined~~ in ~~the~~LCI ~~Confirmation~~outstanding ~~Order)~~immediately ~~will~~prior ~~receive~~to ~~their~~the ~~pro~~Effective ~~rata~~Date, ~~share~~were ofcancelled, ~~the~~discharged, ~~New~~and ~~Warrants~~are ~~(as~~now ~~defined~~of inno ~~the~~force ~~Confirmation~~and ~~Order)~~effect. As todescribed ~~purchase~~in upItem ~~to 1~~3.~~25%~~02, ~~(pre-dilution)~~on of the ~~New~~Effective ~~Common~~Date, ~~Stock~~pursuant onto ~~same~~the ~~terms~~Plan, asReorganized ~~proposed~~LCI ~~for~~issued ~~others~~New ~~under~~Common ~~the~~Stock ~~Plan;~~ and New Warrants.

·Item ~~holders~~5.02 Departure of ~~existing~~Directors ~~equity~~or ~~interests~~Certain ~~and~~Officers; ~~warrants~~Election ~~will~~of ~~receive~~Directors; noAppointment ~~distribution~~of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Pursuant ~~Debtors’ emergence from bankruptcy is subject~~ to, ~~among other things, consummation of~~ the ~~restructuring transactions described above and execution~~Plan, ~~and~~Patrick ~~implementation~~G. ofLePore, ~~all~~John ~~actions,~~C. ~~documents~~Chapman, ~~and~~David ~~agreements~~Drabik ~~necessary to implement~~ and ~~consummate~~Melissa ~~the Plan~~V. ~~The~~Rewolinski ~~Debtors~~cease ~~expect~~ to ~~emerge from~~be ~~bankruptcy~~directors noof ~~later~~LCI ~~than~~and ~~June 16,~~Jeffrey ~~2023.~~Farber ~~The~~no ~~Company~~longer ~~cautions that trading in the common stock during the pendency of the Chapter~~serves 11as ~~Cases~~chair isemeritus ~~highly~~thereof. ~~speculative~~Timothy ~~and poses substantial risks~~C. ~~If the Plan becomes effective~~Crew, ~~the~~Jeffrey ~~common~~D. ~~stock~~Goldberg ~~will be canceled,~~ and ~~therefore trading~~Jason ~~prices~~Shandell ~~for~~were ~~the~~designated ~~common~~as ~~stock~~members ~~may~~of ~~bear little or no relationship to~~ the ~~actual~~board ~~recovery,~~of ~~if any, by holders~~ directors of ~~the~~Reorganized ~~common~~LCI ~~stock in~~ (the ~~Chapter~~“Board 11of ~~Cases~~Directors”).

~~Treatment of~~Management ~~Common Stock~~Incentive Plan

AsAfter ofthe ~~April 28,~~Effective Date ~~2023,~~and ~~the~~pursuant ~~Company~~to ~~had~~the 10Plan,~~780,187~~ ~~shares~~the ofReorganized ~~common~~Debtors ~~stock~~will ~~issued~~adopt and ~~outstanding. On~~implement ~~the~~a ~~Effective~~new ~~Date~~management orincentive plan (the ~~date~~“Management onIncentive Plan”) ~~which~~providing ~~distributions are~~for ~~made~~the ~~pursuant~~issuance from time to ~~the~~time, ~~Plan~~as ~~(whichever~~approved isby ~~later),~~the ~~all~~Board ~~outstanding~~of Directors, of equity ~~interests~~awards inwith respect to the New ~~Company~~Common ~~will~~Stock. beThe ~~cancelled~~New ~~and~~Common ~~holders~~Stock ofto be issued under the ~~common~~ ~~stock~~Management Incentive Plan will ~~not~~dilute ~~receive~~all aof ~~distribution~~the onNew ~~account~~Common ofStock ~~their~~issued on ~~equity~~the ~~interests~~Effective Date.

~~Assets and~~Item ~~Liabilities~~5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~March 31~~the Effective Date, in connection with the ~~2023~~Reorganized Debtors’ implementation of the Plan, the ~~Company~~Reorganized ~~had~~Debtors ~~total~~adopted ~~assets~~their ofNew ~~$334,624,000~~Organizational ~~and~~Documents ~~total~~(as ~~liabilities~~defined in ofthe ~~$746,883,000~~Confirmation Order).

~~Forward-Looking~~Item ~~Statements~~8.01 Other Events.

~~This~~Deregistration Current Report on Form 8-K contains certain “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~~Common pricing; product demand and market acceptance; new product development; acquisition-related challenges; the regulatory environment; interest rate fluctuations; reliance on key strategic alliances; availability of raw materials; fluctuations in operating results; the impact of the delisting from the New York Stock Exchange, including under our debt documents; the impact of failure to pay interest when due on our debt; our ability to successfully consummate a restructuring of our existing debt, existing equity interests and certain other obligations, and emerge from the Chapter 11 Cases; our ability to improve long-term capital structure and to address our debt service obligations through the restructuring; the potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations; our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the restructuring and the Chapter 11 Cases; the effects of the restructuring and the Chapter 11 Cases on LCI and the interests of various constituents; our ability to obtain confirmation of the Plan under the Chapter 11 Cases and successfully consummate the restructuring; and other risks detailed from time to time in our filings with the U.S. Securities and Exchange Commission. These statements are based on management’s current expectations and are naturally subject to uncertainty and changes in circumstances. LCI cautions you not to place undue reliance upon any such forward-looking statements which speak only as of the date made. LCI is under no obligation to, 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 beyond LCI’s 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 LCI’s operations, disrupt the operations of LCI’s suppliers and business development and other strategic partners, disrupt the global financial markets or result in political or economic instability. The information in this Current Report on Form 8-K should be read in conjunction with information in LCI’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including the consolidated financial statements and the Management’s Discussion and Analysis of Financial Condition and Results of Operations included therein, and Current Reports on Form 8-K.

Item 9.01		Financial Statements and Exhibits.
(d)		Exhibits.
Exhibit Number		Description
2.1		Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement for, and Confirming, the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Lannett Company, Inc. and its Debtor Affiliates, and (II) Granting Related Relief
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

In conjunction with its emergence from bankruptcy, LCI intends to file post-effective amendments to each of its Registration Statements on Form S-3 and Form S-8 and promptly file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend LCI’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon the filing of the Form 15, the LCI’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.

Press Release

On June 16, 2023, LCI issued a press release announcing its emergence from the restructuring process and successful consummation of the Plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits.

Exhibit Number		Description

99.1		Press Release, dated June 16, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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.

	LANNETT COMPANY, INC.

	By:	/s/ Samuel H. Israel
		Chief Legal Officer and General Counsel

		Date: June 20, 2023

	By:	/s/ Samuel H. Israel
		Chief Legal Officer and General Counsel
		Date: June 13, 2023

Filing Compare · LANNETT CO INC