aibioANI Pharmaceuticals forces conversion of last Series A preferred into 482,320 common shares
Tickers ANIP
ANI mandatorily converted the last 20,000 preferred shares into 482,320 common shares on September 26, 2025. The filing reports no cash proceeds, and no preferred shares remain outstanding.
Key facts
- Company
- ANI Pharmaceuticals, Inc. (NASDAQ: ANIP)
- News type
- Financings
- Primary source
- ANI PHARMACEUTICALS INC Form 8-K filed September 26, 2025 (SEC EDGAR)
ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) said it mandatorily converted all of its remaining Series A Convertible Preferred Stock into common stock on September 26, 2025. The company converted the last 20,000 preferred shares, held by Ampersand 2020 Limited Partnership, into 482,320 common shares. Ampersand had converted 5,000 preferred shares in August. Together the 25,000 preferred shares became 602,900 common shares, and the company says no preferred shares remain outstanding.
ANI reported the conversions in a Form 8-K filed September 26, 2025 under Item 3.02, Unregistered Sales of Equity Securities, and Item 3.03, Material Modification to Rights of Security Holders. Stephen P. Carey, Senior Vice President Finance and Chief Financial Officer, signed the filing.
How the preferred stock was sold
ANI issued the 25,000 shares to Ampersand in a private placement at $1,000 a share, for an aggregate purchase price of $25 million. The sale closed on November 19, 2021, alongside ANI's acquisition of Novitium Pharma LLC. It was made under an Equity Commitment and Investment Agreement dated March 8, 2021.
The preferred shares paid cumulative dividends at 6.50% a year, payable in cash or in kind. Ampersand could convert at any time, under certain circumstances and limitations. ANI could convert only after the second anniversary of issuance, and only if the volume-weighted average price of its common stock exceeded 170% of the conversion price for any 20 trading days out of 30 consecutive trading days. The filing says those conditions had been satisfied, but it does not list the trading prices that met the test.
Two conversions at one price
On August 14, 2025, Ampersand converted 5,000 preferred shares into 120,580 common shares at $41.4662 per share. ANI gave notice dated September 22, 2025, and on September 26 it converted the remaining 20,000 preferred shares into 482,320 common shares at the same price. The September step was a mandatory conversion, so the company set the timing, not the holder.
The common shares were issued without registration, under the exemption in Section 3(a)(9) of the Securities Act of 1933. ANI says the exchanges were made only with its existing security holder, and that no commission or other remuneration was paid for soliciting them. The filing does not report any cash proceeds from the conversions.
Dilution and the balance sheet
The conversions add 602,900 common shares. The 8-K does not state how many common shares were outstanding before or after the transaction, so the size of the dilution cannot be read from this filing alone.
The 8-K does not discuss cash or results. The company's annual report on Form 10-K, filed February 28, 2025, describes ANI as a diversified bio-pharmaceutical company that completed its acquisition of Alimera Sciences, Inc. on September 16, 2024. That deal added ILUVIEN and YUTIQ, both indicated for certain chronic retinal diseases. ANI runs three pharmaceutical manufacturing facilities, two in Baudette, Minnesota, and one in East Windsor, New Jersey.
The Alimera deal was financed with debt. On August 13, 2024, ANI entered a credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and the lenders party to it. It provides a senior secured delayed-draw term loan of $325.0 million and a senior secured revolving credit facility of $75.0 million. ANI drew the full term loan on September 16, 2024 to finance the acquisition. At December 31, 2024, the revolver was undrawn, with $75.0 million available.
The 10-K also warns that ANI must generate a significant amount of cash to service its indebtedness, and that a covenant breach could let the lenders accelerate the loan. It also says four products, which together made up less than 10% of total revenue in 2024, are marketed without approved NDAs or ANDAs, and the FDA could require approval of those products or their withdrawal from the market.