8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 10, 2020

Amphastar Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

| Delaware | 001-36509 | 33-0702205 |

| --- | --- | --- | | (State or Other Jurisdiction of<br>Incorporation) | (Commission File Number) | (I.R.S. Employer Identification<br>Number) |

| 11570 6th Street |  |

| --- | --- | | Rancho Cucamonga, California | 91730 | | (Address of Principal Executive Offices) | (Zip Code) |

Registrant's telephone number, including area code: (909) 980-9484

Not Applicable

(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:

| T |  |  |

| --- | --- | --- | | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | Common Stock, par value $0.0001 per share | AMPH | The NASDAQ Stock Market LLC |

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

This amendment to the Current Report on Form 8-K filed on April 13, 2020 (the "Original 8-K") is being filed to correct a scrivener’s error to the "Date of Report" on the cover page of such 8-K and the date of resignation of Jason B. Shandell. The Original 8-K incorrectly reported such dates as April 13, 2020, and this amendment corrects the dates to April 10, 2020. Additionally, this amendment clarifies that Dr. Jack Y. Zhang assumed the role and responsibilities of President effective as of April 10, 2020. This amendment does not reflect events occurring after the filing of the Original 8-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original 8-K.

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2020, the Board of Directors (“Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”) and Jason B. Shandell mutually agreed that Mr. Shandell would resign from his position as President and General Counsel, effective immediately. Mr. Shandell also resigned as a member of the Board, effective immediately. The resignation of Mr. Shandell is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

In connection with Mr. Shandell’s departure, Dr. Jack Y. Zhang, the Company’s Chief Executive Officer, Chief Scientific Officer and a member of the Board, assumed the role and responsibilities of President, effective April 10,2020. No changes have been made to the existing compensatory arrangements between the Company and Dr. Zhang. The Company previously reported in its Proxy Statement on Form DEF 14A filed on April 18, 2019, information regarding Dr. Zhang required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K, and such information is hereby incorporated by reference into this Current Report on Form 8-K.

In connection with Mr. Shandell’s departure, the Company and Mr. Shandell have entered into a separation agreement (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Shandell will release all claims he may have against the Company and affirmed his obligations regarding Company confidential information. As consideration for the release of claims, Mr. Shandell will receive $2,425,376 cash, the Company will vest 80% of his unvested options and RSUs, purchase Mr. Shandell’s ownership interest in Amphastar Nanjing Pharmaceuticals Inc., a subsidiary of the Company, at fair market value, and Mr. Shandell will receive three years of healthcare coverage provided by the Company. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2020.

Dr. Zhang’s appointment and Mr. Shandell’s departure are further described in the press release furnished as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

| Exhibit No. | Description |

| --- | --- | | 99.1 | Press Release dated April 13, 2020 issued by Amphastar Pharmaceuticals, Inc. |

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 hereunto duly authorized.

|  | AMPHASTAR PHARMACEUTICALS, INC. |  |

| --- | --- | --- | | Date: April 14, 2020 | | | | | By: | /S/WILLIAM J. PETERS | | | | William J. Peters | | | | Chief Financial Officer and Senior Vice President |

		amph\_Ex99\_1	

Exhibit 99.1

Amphastar Pharmaceuticals, Inc. Announces Simplification of Management Structure

RANCHO CUCAMONGA, CA – April 13, 2020 – Amphastar Pharmaceuticals, Inc. (NASDAQ: AMPH) (“Amphastar” or the “Company”), a California-based, specialty, generic pharmaceutical company, today announces a recent simplification of the Company’s management by removing a layer of management in the organizational structure.

Mr. Jason B. Shandell has stepped down as President, General Counsel, and member of the Board of Directors, effective April 10, 2020. Mr. Shandell and the Company have mutually agreed that now is the right time to transition and to consolidate the Company’s management structure.

The Company thanks Mr. Shandell for his service over the past twelve years and wishes him success in his future endeavors.

Dr. Jack Y. Zhang, the Company’s Chief Executive Officer (CEO), Chief Scientific Officer and a member of the Board of Directors, has assumed the role and responsibilities of President, effective April 10, 2020.

Jack Y. Zhang, Ph.D. co-founded Amphastar in 1996 and has served as CEO and a member of Board of Directors of Amphastar since its inception. Dr. Zhang also served as President of Amphastar from 1996 until June 2013. Dr. Zhang has served as Chief Scientific Officer of Amphastar since 2005. Dr. Zhang also co-founded Applied Physics and Chemistry Laboratories, Inc. (APCL), a full service chemical analytical laboratory in May 1989, where he held the position of CEO, as well as President until October 2002. Dr. Zhang is named as the inventor on numerous U.S. and foreign patents. He received a Ph.D. in chemistry from the State University of New York at Stony Brook and was a Post-Doctoral Research Associate at the California Institute of Technology.

Pipeline Information

The Company currently has seven ANDAs, filed with the FDA targeting products with a market size of approximately $1.9 billion, three biosimilar products in development targeting products with a market size of approximately $13 billion, and nine generic drug products in development targeting products with a market size of approximately $12 billion. This market information is based on IQVIA data for the 12 months ended December 31, 2019. The Company is developing multiple proprietary pipeline products for injectable and intranasal dosage forms, including a new drug application for intranasal naloxone.

Amphastar’s Chinese subsidiary, ANP, currently has 14 Drug Master Files (DMFs), on file with the FDA and is developing more additional DMFs

Company Information

Amphastar is a specialty pharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically-challenging generic and proprietary injectable, inhalation, and intranasal products. Additionally, the Company sells insulin API products.  Most of the Company’s finished products are used in hospital or urgent care clinical settings and are primarily contracted and distributed through group purchasing organizations and drug wholesalers.  More information and resources are available at www.amphastar.com.

Amphastar’s logo and other trademarks or service marks of Amphastar, including, but not limited to Primatene®, Amphadase® and Cortrosyn®, are the property of Amphastar.

Forward Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to the Company’s expectations regarding future financial performance, backlog, sales and marketing of its products, market size and growth, the timing of FDA filings or approvals, including the DMFs of ANP, the timing of product launches, acquisitions and other matters related to its pipeline of product candidates, its share buyback program and other future events. These statements are not historical facts but rather are based on Amphastar’s historical performance and its current expectations, estimates, and projections regarding Amphastar’s business, operations and other similar or related factors. Words such as “may,” “might,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Amphastar’s control.  Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Amphastar’s filings with the Securities and Exchange Commission. You can locate these reports through the Company’s website at http://ir.amphastar.com and on the SEC’s website at www.sec.gov.  Amphastar undertakes no obligation to revise or update information in this press release to reflect events or circumstances in the future, even if new information becomes available or if subsequent events cause Amphastar’s expectations to change.

Contact Information:

Amphastar Pharmaceuticals, Inc. Bill Peters Chief Financial Officer (909) 980-9484