AKRX / Akorn, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Bankruptcy or Receivership - FORM 8-K

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): October 1, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

Press Release

EX-99.1 2 tm2032215d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Press Release Akorn Successfully Completes Sale to Lenders and Exits Chapter 11 Protection Company positioned to enter its next phase of growth with new ownership and a more sustainable capital structure LAKE FOREST, Ill., Oct. 1, 2020 - Akorn, a leading specialty pharmaceutical company ("Akorn" or the "Company"), today announced the succes

- S-8 POS

S-8 POS 1 tm2032215d8s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No. 333-231317 333-229166 333-217666 333-215507 333-167031 333-161908 333-124190 333-31225 33-70686 33-44785 33-24970 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-23

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32360 Akorn, Inc. (Exact name of registrant as specified in its charter)

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

- S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2020 Registration Statement No.

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Akorn, Inc., et al. Case No. (Jointly Administered): 20-11177 Reporting Period: August 1, 2020 - August 31, 2020 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached Attached Attached Schedule of Cash Receip

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 30, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number

Updated 2020 Forecast September 2020

Exhibit 99.1 Updated 2020 Forecast September 2020 Disclaimer By reading or reviewing the presentation slides, you agree to be bound by the following limitations. This presentation has been prepared for informational and background purposes only and the information contained herein (unle ss otherwise indicated) has been provided by Akorn, Inc. (together with its subsidiaries, the “Company”). It is

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 9, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Akorn, Inc., et al. Case No. (Jointly Administered): 20-11177 Reporting Period: July 1, 2020 - July 31, 2020 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached Attached Attached Schedule of Cash Receipts a

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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): August 28, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

July Lender Update August 14 th , 2020

Exhibit 99.1 July Lender Update August 14 th , 2020 Disclaimer By reading or reviewing the presentation slides, you agree to be bound by the following limitations. This presentation has been prepared for informational and background purposes only and the information contained herein (unle ss otherwise indicated) has been provided by Akorn, Inc. (together with its subsidiaries, the “Company”). It i

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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): August 14, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Akorn Provides Second Quarter 2020 Results

EXHIBIT 99.1 Akorn Provides Second Quarter 2020 Results LAKE FOREST, Ill., Aug. 07, 2020 (GLOBE NEWSWIRE) - Akorn, Inc. (The OTC Pink Market: AKRXQ), a leading specialty pharmaceutical company, today announced its financial results for the second quarter of 2020. Second Quarter 2020 Results and Recent Developments Net revenue was $120 million, down $58 million, 32% from the prior year quarter Net

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EX-99.1 2 tm2026209d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Akorn, Inc., et al. Case No. (Jointly Administered): 20-11177 Reporting Period: May 20, 2020 - June 30, 2020 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 31, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 2, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Updated 2020 Forecast June 2020

EX-99.1 2 tm2024052d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Updated 2020 Forecast June 2020 Disclaimer By reading or reviewing the presentation slides, you agree to be bound by the following limitations. This presentation has been prepared for informational and background purposes only and the information contained herein (unle ss otherwise indicated) has been provided by Akorn, Inc. (together with

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 17, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Share Purchase Agreement, dated June 17, 2020, by and among Akorn, Inc., WorldAkorn Pharma Mauritius, Akorn India Private Limited and Biological E. Limited

Exhibit 10.1 SHARE PURCHASE AGREEMENT JUNE 17, 2020 BY AND AMONG WORLDAKORN PHARMA MAURITIUS AND AKORN, INC. AND AKORN INDIA PRIVATE LIMITED AND BIOLOGICAL E. LIMITED TABLE OF CONTENTS 1. Definitions and interpretation 2 2. SALE OF SALE SHARES 12 3. CONSIDERATION 13 4. CONDITIONS PRECEDENT 16 5. Actions between the execution date and the closing date 19 6. CLOSING 19 7. REPRESENTATIONS, WARRANTIES

Senior Secured Super-Priority Term Loan Debtor-In-Possession Loan Agreement, dated as of May 22, 2020, between the Company Parties and the DIP Lenders, and Wilmington Savings Fund Society, FSB, as Administrative Agent.

Exhibit 10.1 Execution Version SENIOR SECURED SUPER-PRIORITY TERM LOAN DEBTOR-IN-POSSESSION LOAN AGREEMENT dated as of May 22, 2020 among AKORN, INC., a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code The Other Loan Parties Party Hereto, each as a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code The Lenders Party Hereto, and WILMINGTON SAVINGS FUND

Asset Purchase Agreement, dated as of May 20, 2020, by and between the Company Parties and the Buyer.

EX-2.1 2 tm2020882d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT Dated as of May 20, 2020 by and between akorn holdings topco llc, as Purchaser, and AKORN, Inc., as the Company, and the other Sellers named herein Table of Contents Page Article I Purchase and Sale of the Acquired Assets; Assumption of Assumed Liabilities 1 1.1. Purchase and Sale of the Acquired Assets 1 1.2. Excluded

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Bankruptcy or Receivership

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): May 26, 2020 (May 20, 2020) Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission Fi

Akorn to Use Voluntary Chapter 11 Process to Position Business for Long-Term Success

EX-99.1 3 tm2020591d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Akorn to Use Voluntary Chapter 11 Process to Position Business for Long-Term Success Continues Operations as Usual, Delivering Safe and Effective Products to Customers and Patients LAKE FOREST, Ill., May 20, 2020 - Akorn, Inc. (Nasdaq: AKRX), a leading specialty pharmaceutical company (“Akorn” or the “Company”), today announced that the Com

Restructuring Support Agreement, dated May 20, 2020, by and between the Company Parties and Consenting Term Lenders

Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT A THIRD-PARTY OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

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): May 21, 2020 (May 20, 2020) Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2020 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Akorn Provides First Quarter 2020 Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Akorn Provides First Quarter 2020 Results LAKE FOREST, Ill., May 11, 2020 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty pharmaceutical company, today announced its financial results for the first quarter of 2020. First Quarter 2020 Results and Recent Developments Net revenue was $205 million, up $39 million, 23% from the prior ye

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 27, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

OVERVIEW PRESENTATION April 15, 2020

Exhibit 99.1 OVERVIEW PRESENTATION April 15, 2020 By reading or reviewing the presentation slides, you agree to be bound by the following limitations . This presentation has been prepared for informational and background purposes only and the information contained herein (unless otherwise indicated) has been provided by Akorn, Inc . (together with its subsidiaries, the “Company”) . It is confident

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 22, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

AKRX / Akorn, Inc. / Akella Rao - SC 13D/A Activist Investment

SC 13D/A 1 tm2016475d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of Person

Executive and Key Management Change-In-Control Severance Program

EX-10.50 2 exhibit10502019-execut.htm EXHIBIT 10.50 Executive and Key Management Change-In-Control Severance Program Introduction The Akorn Board of Directors recognized that it was in the best interests of the shareholders to put in place a change in control severance program for certain executive and key management personnel (“Covered Employees”) for the purposes of retaining these employees and

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K/A ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-32360 AKORN, INC. (Exact name of registrant as specified in its ch

AKRX / Akorn, Inc. / Akella Rao - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 1, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 1, 2020 (March 28, 2020) Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission

AKRX / Akorn, Inc. 8-A12B - - 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana (State or other jurisdiction of Incorporation or organization) 72-0717400 (I.R.S. Employer Identification No.) 1925 W. F

Contingent Value Rights Agreement, dated as of April 1, 2020, by and between Akorn, Inc. and American Stock Transfer & Trust Company, LLC.

Exhibit 4.1 CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of April 1, 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions 1 Section 1.2. Certificates and Opinions 7 Section 1.3. Form of Documents Delivered to Trustee 7 Section 1.4. Acts of Holders 8 Section 1.5. No

Contingent Value Rights Agreement, dated as of April 1, 2020, between Akorn, Inc. and American Stock Transfer & Trust Company, LLC., incorporated by reference to Exhibit 4.1 to the report on Form 8-A12B filed by Akorn, Inc. on April 1, 2020.

Exhibit 4.1 CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of April 1, 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions 1 Section 1.2. Certificates and Opinions 7 Section 1.3. Form of Documents Delivered to Trustee 7 Section 1.4. Acts of Holders 8 Section 1.5. No

AKRX / Akorn, Inc. / Akella Rao - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi

Case: 1:18-cv-01713 Document #: 190 Filed: 03/13/20 Page 1 of 13 PageID #:2907 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

Exhibit T3D.2 Case: 1:18-cv-01713 Document #: 190 Filed: 03/13/20 Page 1 of 13 PageID #:2907 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION IN RE AKORN, INC. DATA INTEGRITY SECURITIES LITIGATION Civ. A. No. 1:18-cv-01713 Hon. Steven C. Seeger ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENT WHEREAS, on August 9, 2019, Lead Plaintiffs Gabelli & Co. Inv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE • Check if an Application to Determine Eligibility of a Trus

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE • Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (Exact name of trustee as specified in its charter) New Yo

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2020 TABLE OF CONTENTS

Exhibit T3C FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions 1 Section 1.2. Certificates and Opinions 7 Section 1.3. Form of Documents Delivered to Trustee 7 Section 1.4. Acts of Holders 8 Section 1.5

AKRX / Akorn, Inc. CORRESP - -

AKORN, INC. 1925 W. Field Court, Suite 300 Lake Forest, Illinois 60045 (847) 279-6100 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 March 16, 2020 Akorn, Inc. Application for Qualification of Indenture on Form T-3 File No. 022-29079 Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations und

Amendment No. 1 to Form T-3, Application for Qualification of Indenture Under the Trust Indenture Act of 1939, filed by Akorn on March 16, 2020.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM T-3 FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER THE TRUST INDENTURE ACT OF 1939 Akorn, Inc. (Name of applicant) 1925 W. Field Court, Suite 300 Lake Forest, Illinois 60045 (Address of principal executive offices) Securities to be Issued Under the Indenture to be Qualified TITLE OF CLASS AMOUNT S

Other Events

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): March 13, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

AKRX / Akorn, Inc. / Whitefort Capital Master Fund, Lp Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Akorn, Inc. (Name of Issuer) Class A Common Shares, no par value (Title of Class of Securities) 009728106 (CUSIP Number) March 12, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Financial Statements and Exhibits, Other Events

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): March 3, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES DISTRICT COURT Northern DISTRICT OF illinois Eastern Division

EX-99.1 2 tm2011728d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNITED STATES DISTRICT COURT Northern DISTRICT OF illinois Eastern Division IN RE AKORN, INC. SHAREHOLDER DERIVATIVE LITIGATION This Document Relates to: ALL ACTIONS Civ. A. No. 1:18-cv-07374 STIPULATION AND [PROPOSED] ORDER OF DISMISSAL WHEREAS, prior to the filing of the above-captioned case, a derivative suit, Kogut v. Akorn, Inc., et al

Akorn Provides Fourth Quarter and Full Year 2019 Results

EXHIBIT 99.1 Akorn Provides Fourth Quarter and Full Year 2019 Results LAKE FOREST, Ill., Feb. 26, 2020 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty pharmaceutical company, today announced its financial results for the quarter and year ended December 31, 2019. Fourth Quarter 2019 Results and Recent Developments Net revenue was $162 million, an increase of $9 million, or 5.8%,

Listing of Subsidiaries of Akorn, Inc.

EXHIBIT 21.1 AKORN, INC. LISTING OF SUBSIDIARIES OF THE REGISTRANT As of December 31, 2019 Legal Entity Name Incorporation Ownership Registrant / Parent Corporation: Akorn, Inc. Louisiana Shareholders (NASDAQ: AKRX) U.S. subsidiaries of Akorn, Inc.: Advanced Vision Research, Inc. Delaware Akorn, Inc. (LA) Akorn (New Jersey), Inc. Illinois Akorn, Inc. (LA) Akorn Animal Health, Inc. Delaware Akorn,

Second Amendment to Standstill Agreement and Third Amendment to Loan Agreement, dated as of February 12, 2020, by and among Akorn, Inc., the other Loan Parties under the Loan Agreement, the Ad Hoc Group of Lenders, as defined, and the Administrative Agent.

EXECUTION VERSION This SECOND AMENDMENT TO STANDSTILL AGREEMENT AND THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of February 12, 2020, by and among AKORN, INC.

Description of Akorn, Inc.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EX-4.3 2 exhibit43-descriptiono.htm EXHIBIT 4.3 Exhibit 4.3 DESCRIPTION OF AKORN, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Akorn, Inc. (the “company,” “we,” “our” or “us”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: common stock, no par value per share (the

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 26, 2020 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Num

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-32360 AKORN, INC. (Exact name of registrant as specified in its char

Akorn, Inc. Clawback Policy revised November 6, 2019.

Akorn, Inc. Clawback Policy This Clawback Policy (this “Policy”) has been adopted by the Compensation Committee of the Board of Directors (the “Committee”) and the Board of Directors (the “Board”) of Akorn, Inc. (the “Company”) effective as of February 19, 2016. The U.S. Securities and Exchange Commission is expected to adopt final rules directing NASDAQ to issue listing requirements (the “Final L

AKRX / Akorn, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01876-akorninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Akorn Inc Title of Class of Securities: Common Stock CUSIP Number: 009728106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursua

SECOND AMENDMENT TO STANDSTILL AGREEMENT AND THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of February 12, 2020, by and among AKORN, INC., a Louisiana corporation (the “Company”), the other Loan Parties under the Loan Agreement, incorporate by reference to Exhibit 10.1 to Akorn, Inc.'s Form 8-K filed on February 12, 2020.

Exhibit 10.1 Execution Version This SECOND AMENDMENT TO STANDSTILL AGREEMENT AND THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of February 12, 2020, by and among AKORN, INC., a Louisiana corporation (the “Company”), the other Loan Parties under the Loan Agreement (as defined below), an ad hoc group of Lenders (as defined below) identified on Exhibit A hereto, which constitute “R

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 12, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form Letter Agreement

EX-10.1 2 tm207230d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Personal and Confidential February 4, 2020 c/o Akorn, Inc. 1925 West Field Court, Suite 300 Lake Forest, Illinois 60045 Re: Retention Bonus Dear : On behalf of Akorn, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus as set forth below if you agree to the terms and conditions contained in this lette

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 4, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

AKRX / Akorn, Inc. / STONEHILL CAPITAL MANAGEMENT LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (CUSIP Number) January 28, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

AKRX / Akorn, Inc. / Akella Rao - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi

Other Events

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): January 22, 2020 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

AKRX / Akorn, Inc. / Akella Rao - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 tm1927541-1sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of

NOTICE OF PROPOSED SETTLEMENT

Exhibit 99.1 MERRY A. KOGUT, Individually and on Behalf of Defendant Akorn, Inc., Plaintiff, v. AKORN, INC., et al., Defendants. * * * * * * * * * * DOCKET NO. 646,174, Div. “I” Sec. “24” 19th JUDICIAL DISTRICT COURT PARISH OF EAST BATON ROUGE STATE OF LOUISIANA NOTICE OF PROPOSED SETTLEMENT -1- TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF STOCK OF AKORN, INC. (“AKORN” OR THE “COMPANY”) AS OF D

Financial Statements and Exhibits, Other Events

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): December 16, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amended Standstill Agreement

Exhibit 10.1 This FIRST AMENDMENT TO STANDSTILL AGREEMENT AND SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of December 15, 2019, by and among AKORN, INC., a Louisiana corporation (the “Company”), the other Loan Parties under the Loan Agreement (as defined below), an ad hoc group of Lenders (as defined below) identified on Exhibit A hereto, which constitute “Required Lenders” u

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 16, 2019 (December 11, 2019) Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation)

Form of Recoupment Letter Agreement

Exhibit 10.2 Personal and Confidential December , 2019 [Participant Name] c/o Akorn, Inc. 1925 West Field Court, Suite 300 Lake Forest, Illinois 60045 Re: Payment of Certain Compensation Dear [Participant Name]: On behalf of Akorn, Inc. (the “Company”), I am pleased to offer you the opportunity to be prepaid certain compensatory amounts set forth below if you agree to the terms and conditions cont

Other Events

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): November 22, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 5, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

INVESTOR PRESENTATION November 2019 Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements, including statements regarding our stabilization, transformation, return to profitability, higher valu

Exhibit 99.1 INVESTOR PRESENTATION November 2019 Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements, including statements regarding our stabilization, transformation, return to profitability, higher value opportunities, R&D investment targets, completion of cGMP improvements, quality systems and compliance activitie s, cost reduction init

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 12, 2019 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Num

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 5, 2019 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Akorn to Present at the Credit Suisse Healthcare Conference

EXHIBIT 99.1 Akorn to Present at the Credit Suisse Healthcare Conference LAKE FOREST, Ill., Nov. 05, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty pharmaceutical company, today announced that management will present at the Credit Suisse 28th Annual Healthcare Conference on Wednesday, November 13, 2019 at 10:55 a.m. Mountain Time, in Scottsdale, Arizona. A live webcast of

Akorn Provides Preliminary Third Quarter 2019 Results Updates net loss and affirms net revenue and adjusted EBITDA guidance

EXHIBIT 99.1 Akorn Provides Preliminary Third Quarter 2019 Results Updates net loss and affirms net revenue and adjusted EBITDA guidance LAKE FOREST, Ill., Oct. 31, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty pharmaceutical company, today announced its preliminary financial results for the third quarter of 2019. Third Quarter 2019 and Recent Business Highlights Net reve

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2019 Akorn, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 10, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number

INVESTOR PRESENTATION September 2019

Exhibit 99.1 INVESTOR PRESENTATION September 2019 Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements, including statements regarding our stabilization, transformation, return to profitability, higher value opportunities, R&D investment targets, completion of cGMP improvements, quality systems and compliance activitie s, cost reduction ini

CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. [ ] Dated as of [ ], 2019 TABLE OF CONTENTS

Exhibit T3C CONTINGENT VALUE RIGHTS AGREEMENT by and between AKORN, INC. and [ ] Dated as of [ ], 2019 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions 1 Section 1.2. Certificates and Opinions 7 Section 1.3. Form of Documents Delivered to Trustee 7 Section 1.4. Acts of Holders 8 Section 1.5. Notices, etc., to Trustee and Company 8 Section

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

Exhibit T3E.1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re Akorn, Inc. Data Integrity Securities Litigation Civ. A. No. 1:18-cv-01713 Hon. Matthew F. Kennelly NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT; (II) SETTLEMENT FAIRNESS HEARING; AND (III) MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES A Federal Court

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

Exhibit T3D.1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re Akorn, Inc. Data Integrity Securities Litigation Civ. A. No. 1:18-cv-01713 Hon. Matthew F. Kennelly ORDER PRELIMINARILY APPROVING SETTLEMENT, APPROVING FORM OF CLASS NOTICE, AND SETTING HEARING DATE FOR FINAL APPROVAL OF SETTLEMENT WHEREAS, a consolidated class action is pending before this Court entitl

Form T-3, Application for Qualification of Indenture Under the Trust Indenture Act of 1939, filed by Akorn, Inc. on August 26, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER THE TRUST INDENTURE ACT OF 1939 Akorn, Inc. (Name of applicant) 1925 W. Field Court, Suite 300 Lake Forest, Illinois 60045 (Address of principal executive offices) Securities to be Issued Under the Indenture to be Qualified TITLE OF CLASS AMOUNT Series A Contingent

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

Exhibit T3E.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re Akorn, Inc. Data Integrity Securities Litigation Civ. A. No. 1:18-cv-01713 Hon. Matthew F. Kennelly SUMMARY NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT; (II) SETTLEMENT FAIRNESS HEARING; AND (III) MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES TO: All

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 9, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Stipulation and Agreement of Settlement, dated as of August 9, 2019.

Exhibit 10.1 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION In re Akorn, Inc. Data Integrity Securities Litigation STIPULATION AND AGREEMENT OF SETTLEMENT Civil No. 1:18-cv-01713 Hon. Matthew F. Kennelly TABLE OF CONTENTS I. Definitions 7 II. Preliminary Approval of Settlement 26 III. Release of Claims 27 IV. The Settlement Consideration 28 A. Cash Sett

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 1, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commissio

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Akorn Provides Preliminary Second Quarter 2019 Results

EXHIBIT 99.1 Akorn Provides Preliminary Second Quarter 2019 Results LAKE FOREST, Ill., Aug. 01, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced its preliminary financial results for the second quarter of 2019. Second Quarter 2019 and Recent Business Highlights Net revenue was $178 million, up 7% from the first quarter of 2019,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2019 Akorn, Inc. AKORN INC (Exact name of registrant as specified in its charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

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): July 30, 2019 Akorn, Inc. Akorn Inc (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File N

AKRX / Akorn, Inc. / Akella Rao - SCHEDULE 13D Activist Investment

SC 13D 1 tv525528sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) Rao Akella 121 Stonegate Rd. Lake Forest, IL 60045 (Name, Address and Telephone Number of Person Auth

IRREVOCABLE PROXY TO VOTE STOCK OF EJ FINANCIAL ENTERPRISES, INC. AND PHARMA NEVADA, INC.

EX-99.2 2 tv525528ex-2.htm EXHIBIT 2 Exhibit 2 IRREVOCABLE PROXY TO VOTE STOCK OF EJ FINANCIAL ENTERPRISES, INC. AND PHARMA NEVADA, INC. This PROXY (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, including any schedules or annexes hereto, this “Proxy”), dated as of July 17, 2019, is entered into by the persons set forth on Schedule A annexed here

IRREVOCABLE PROXY TO VOTE STOCK OF EJ FINANCIAL ENTERPRISES, INC. AND PHARMA NEVADA, INC.

Exhibit 1 IRREVOCABLE PROXY TO VOTE STOCK OF EJ FINANCIAL ENTERPRISES, INC. AND PHARMA NEVADA, INC. This PROXY (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, including any schedules or annexes hereto, this “Proxy”), dated as of July 17, 2019, is entered into by the persons set forth on Schedule A annexed hereto (each a “Stockholder” and collecti

AKRX / Akorn, Inc. / KAPOOR JOHN N - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) John N. Kapoor 6610 N. 29th Place Phoenix, AZ 85016 602-667-0263 (Name, Address and Telephone Number of Person Authorized to R

Akorn Receives FDA Warning Letter

Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] Akorn Receives FDA Warning Letter LAKE FOREST, Ill., June 25, 2019 – Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, announced that it received a warning letter from the U.S. Food and Drug Administration (FDA) related to the inspection of its Somerset, New Jersey manufacturing facility in July

Regulation FD Disclosure, Financial Statements and Exhibits

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 25, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 30, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Akorn to Present at the Jefferies 2019 Global Healthcare Conference

Exhibit 99.1 Akorn to Present at the Jefferies 2019 Global Healthcare Conference LAKE FOREST, Ill., May 30, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced that management will present at the Jefferies 2019 Global Healthcare Conference on Friday, June 7, 2019 at 9:30 a.m. EDT in New York, NY. A live webcast of the presentation

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 20, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Akorn to Present at the RBC Capital Markets Healthcare Conference

Exhibit 99.1 Akorn to Present at the RBC Capital Markets Healthcare Conference LAKE FOREST, Ill., May 20, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced that management will present at the 2019 RBC Capital Markets Healthcare Conference on Wednesday, May 22, 2019 at 2:05 p.m. EDT in New York, NY. A live webcast of the presenta

AKRX / Akorn, Inc. S-8 FORM S-8

As filed with the Securities and Exchange Commission on May 9, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AKORN, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0717400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Iden

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 6, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Standstill Agreement and First Amendment to Loan Agreement, dated as of May 6, 2019, by and among Akorn, Inc., certain of its subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.1 EXECUTION VERSION STANDSTILL AGREEMENT AND FIRST AMENDMENT TO LOAN AGREEMENT THIS STANDSTILL AGREEMENT AND FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of May 6, 2019, by and among AKORN, INC., a Louisiana corporation (the “Company”), the other Loan Parties under the Loan Agreement (as defined below), an ad hoc group of Lenders (as defined below) identified on Exhib

Akorn Provides Preliminary First Quarter 2019 Results and Full Year Guidance -Operational improvements drive sequential growth- -Full year outlook anticipates further sequential growth throughout the year-

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Akorn Provides Preliminary First Quarter 2019 Results and Full Year Guidance -Operational improvements drive sequential growth- -Full year outlook anticipates further sequential growth throughout the year- LAKE FOREST, Ill., May 07, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced

Submission of Matters to a Vote of Security Holders

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): May 1, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 16, 2019 among AKORN, INC., with The Other Loan Parties, The Lenders Party, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent, incorporated by reference to Exhibit 10.1 to Akorn Inc.’s report on Form 8-K filed on April 17, 2019.

Exhibit 10.1 EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 16, 2019 among AKORN, INC. The Other Loan Parties Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Joint Bookrunners and Joint Lead Arrangers ASSET BASED LENDING THIS AG

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 16, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

AKRX / Akorn, Inc. AKORN, INC. - DEFA14A

DEFA14A 1 lakrx2019defa14a.htm AKORN, INC. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED

Akorn, Inc. 2017 Omnibus Incentive Compensation Plan, as amended, incorporated by reference to Appendix A of the Akorn, Inc. Definitive Proxy Statement on Schedule 14A filed on March 22, 2019.

DEF 14A 1 lakrx2019def14a.htm AKORN, INC. - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED B

Akorn Names Erislandy (Dandy) Dorado-Boladeres as Executive Vice President of Global Quality

Exhibit 99.1 Akorn Names Erislandy (Dandy) Dorado-Boladeres as Executive Vice President of Global Quality LAKE FOREST, Ill., March 21, 2019 – Akorn, Inc. (NASDAQ: AKRX), today announced that Dandy Dorado-Boladeres has been named as Executive Vice President of Global Quality, effective March 25, 2019. Mr. Dorado brings decades of pharmaceutical industry experience and expertise with a focus on oper

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 21, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Form of Offer Letter Agreement, dated February 4, 2019, between Akorn, Inc. and Erislandy Dorado-Boladeres, incorporated by reference to Exhibit 10.1 to Akorn, Inc.’s report on Form 8-K filed on March 21, 2019.

EX-10.1 2 tv516807ex10-1.htm OFFER LETTER Exhibit 10.1 February 4, 2019 Mr. Erislandy Dorado-Boladeres 55 Southfied Drive Belle Mead, NJ 08502 Dear Dandy, On behalf of Akorn Pharmaceuticals, I am pleased to offer you the position of Executive Vice President, Global Quality, reporting to Douglas Boothe, President & CEO. Your anticipated date of employment is dependent on successful completion of th

Akorn Comments on Favorable Court Order

Exhibit 99.1 Akorn Comments on Favorable Court Order LAKE FOREST, Ill., Mar. 1, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX) announced today that the Delaware Court of Chancery has denied a request by Fresenius Kabi AG to bring a fraud claim against Akorn. On February 20, Fresenius filed a proposed amended counterclaim seeking to add a new claim for fraud to its existing request for contract

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 1, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Listing of Subsidiaries of Akorn, Inc.

EXHIBIT 21.1 AKORN, INC. LISTING OF SUBSIDIARIES OF THE REGISTRANT As of December 31, 2018 Legal Entity Name Incorporation Ownership Registrant / Parent Corporation: Akorn, Inc. Louisiana Shareholders (NASDAQ: AKRX) U.S. subsidiaries of Akorn, Inc.: Advanced Vision Research, Inc. Delaware Akorn, Inc. (LA) Akorn (New Jersey), Inc. Illinois Akorn, Inc. (LA) Akorn Animal Health, Inc. Delaware Akorn,

Form of Amendment #1 to Employment Agreement, dated April 11, 2014, between Akorn, Inc. and Raj Rai, its Chief Executive Officer, effective December 31, 2018.

EX-10.23 2 exhibit1023-formofamendmen.htm EXHIBIT 10.23 AMENDMENT #1 TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) is made and entered into effective as of December 31, 2018 (“Effective Date”), by and between Rajat Rai (“Rai”), and Akorn, Inc., a Louisiana corporation (the "Company"). Rai and the Company are sometimes referred to herein individually as a “Party” and collectively as the

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-32360 AKORN, INC. (Exact name of registrant as specified in its char

Form of Separation and Consulting Agreement, dated February 5, 2019, between Akorn, Inc. and Rajat Rai.

February 5, 2019 Rajat Rai RE: Separation and Consulting Agreement Dear Raj: This Separation and Consulting Agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your retirement as Chief Executive Officer and from your employment with Akorn, Inc.

Form of Separation and Consulting Agreement, dated February 5, 2019, between Akorn, Inc. and Bruce Kutinsky.

February 4, 2019 Bruce Kutinsky RE: Separation and Consulting Agreement Dear Bruce: This Separation and Consulting Agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your termination as Chief Operating Officer and your employment with Akorn, Inc.

Akorn Provides Fourth Quarter and Full Year 2018 Results

EXHIBIT 99.1 Akorn Provides Fourth Quarter and Full Year 2018 Results LAKE FOREST, Ill., Feb. 28, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced its financial results for the year ended 2018. Fourth Quarter 2018 and Recent Business Highlights Net revenue was $153 million, a decline of $33 million, or 17.6%, compared to the fo

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2019 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

OBSERVATION 3

EXHIBIT 99.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES FOOD AND DRUG ADMINISTRATION DISTRICT ADDRESS AND PHONE NUMBER DATE(S) OF INSPECTION 1/23/2019-2/13/2019* 158-15 Liberty Avenue Jamaica, NY 11433 FEI NUMBER (718) 340-7000 Ext:5301 Fax:(718)662-5661 2433247 NAME AND TITLE OF INDIVIDUALTO WHOM REPORT ISSUED Eyal Mares, Vice President and General Manager Amityville Operations FlRM NAME STREET ADDR

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Akorn Comments on Fresenius’ Proposed Amended Claims

Exhibit 99.1 Press Release Akorn Comments on Fresenius’ Proposed Amended Claims LAKE FOREST, Ill., Feb. 20, 2019 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX) today announced that it strongly contests Fresenius’ proposed amended claims filed earlier today. Akorn believes these claims are meritless and overreaching. Akorn denies the allegations and will vigorously defend itself in this litigation,

AKRX / Akorn, Inc. / VANGUARD GROUP INC Passive Investment

akorninc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Akorn Inc Title of Class of Securities: Common Stock CUSIP Number: 009728106 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the

Form of Offer Letter Agreement, dated January 28, 2019, between Akorn, Inc. and Christopher Young, incorporated by reference to Exhibit 10.1 to Akorn, Inc.’s report on Form 8-K filed on January 28, 2019.

Exhibit 10.1 January , 2019 Christopher Young Dear Chris, On behalf of Akorn Pharmaceuticals, I am pleased to offer you the position of Executive Vice President, Global Operations, reporting to Douglas Boothe, President & CEO. This offer is being made subject to approval by our Board of Directors. Your anticipated date of employment is dependent on successful completion of the pre-employment requi

Akorn Announces New Executive and Board Appointments

Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] Akorn Announces New Executive and Board Appointments LAKE FOREST, Ill., January 28, 2019 – Akorn, Inc. (Nasdaq: AKRX), today announced that it has appointed a new executive team member and two new board members. Christopher C. Young joins Akorn as Executive Vice President, Global Operations reporting to Douglas Boothe, Presi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 24, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Akorn Receives FDA Warning Letter

Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] Akorn Receives FDA Warning Letter LAKE FOREST, Ill., January 9, 2019 – Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, announced that it received a warning letter, dated January 4, from the U.S. Food and Drug Administration (FDA) related to an inspection of its Decatur, Illinois manufacturing

January 4, 2019 WARNING LETTER Case# 558914

EX-99.2 3 tv510619ex99-2.htm EXHIBIT 99.2 LETTER Exhibit 99.2 U.S. Food and Drug Administration Division of Pharmaceutical Quality Operations Ill 300 River Place, Suite 5900 Detroit, Ml 48207 Telephone: (313) 393-8100 Fax: (313) 393-8139 www.fda.gov January 4, 2019 WARNING LETTER Case# 558914 UPS NEXT DAY SIGNATURE REQUIRED Mr. Rajat Rai Chief Executive Officer Akorn, Inc. 1925 West Field Court Su

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 9, 2019 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Inducement Award - Non-qualified Options granted to Douglas Boothe on January 8, 2019, incorporated by reference to Exhibit 4.3 to the Akorn Inc. registration statement on Form S-8 filed on January 8, 2019.

EX-4.3 2 tv510484ex4-3.htm EXHIBIT 4.3 FORM OF INDUCEMENT AWARD - NONQUALIFIED OPTIONS Exhibit 4.3 Form of Nonqualified Stock Option INDUCEMENT AWARD Agreement This Nonqualified Stock Option Inducement Award Agreement (“Award Agreement”) is made and effective as of January 8, 2019 (“Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”) pursuant and subject t

AKRX / Akorn, Inc. FORM S-8

As filed with the Securities and Exchange Commission on January 8, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AKORN, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0717400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization)

Form of Inducement Award - Restricted Stock Units granted to Douglas Boothe on January 8, 2019, incorporated by reference to Exhibit 4.5 to the Akorn Inc. registration statement on Form S-8 filed on January 8, 2019.

Exhibit 4.5 FORM OF RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT This Restricted Stock Unit Inducement Award Agreement (this “Award Agreement”) is made and effective as of January 8, 2019 (the “Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”), pursuant and subject to the terms and conditions set forth below. 1. Award of Restricted Stock Units. The C

Form of Inducement Award - Performance Stock Units granted to Douglas Boothe on January 8, 2019, incorporated by reference to Exhibit 4.4 to the Akorn Inc. registration statement on Form S-8 filed on January 8, 2019.

Exhibit 4.4 FORM OF PERFORMANCE STOCK UNIT INDUCEMENT AWARD AGREEMENT This Performance Stock Unit Inducement Award Agreement (this “Award Agreement”) is made and effective as of January 8, 2019 (the “Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”), pursuant and subject to the terms and conditions set forth below. 1. Award of Performance Stock Units. Th

AKRX / Akorn, Inc. / Fresenius SE & Co. KGaA - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728106 (CUSIP Number) Jack C. Silhavy c/o Fresenius Kabi USA, LLC Three Corporate Drive Lake Zurich, Illinois 60047 +1 847 550 2760 (Tel) +1 847 550 2920 (Fax) With

Form of Letter Agreement, dated January 7, 2019, between Akorn, Inc. and Bruce Kutinsky incorporated by reference to Exhibit 10.1 to Akorn, Inc.’s report on Form 8-K filed on January 7, 2019.

Exhibit 10.1 TERMS -Bruce Kutinsky and the Company have agreed that Bruce will no longer serve as Akorn, Inc. COO effective December 31, 2018 11:59 PM; -Bruce will serve in a consulting role to the Company and will be reasonably available to the President and CEO and to the Akorn Management team to provide transition and consulting related support from January 1, 2019 through March 31, 2019 and fu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 31, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Letter Agreement, dated December 27, 2018, between Akorn, Inc. and Rajat Rai incorporated by reference to Exhibit 10.1 to Akorn, Inc.’s report on Form 8-K filed on December 28, 2018.

Exhibit 10.1 TERMS - Raj will retire as Akorn CEO effective December 31, 2018 11:59 PM; - The Company announced the hiring of a new CEO effective January 1, 2019; - Raj will serve in an advisory role to the Company and will be reasonably available to the Board and the Management team to provide transition, consulting and litigation related support from January 1, 2019 through March 31, 2019 pursua

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 27, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Offer Letter Agreement, dated December 20, 2018, between Akorn, Inc. and Douglas S. Boothe, incorporated by reference to Exhibit 10.1 to Akorn, Inc.’s report on Form 8-K filed on December 20, 2018.

EX-10.1 2 tv509657ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PRIVATE AND CONFIDENTIAL December 20, 2018 Douglas S. Boothe Dear Doug, On behalf of Akorn, Inc. we are pleased to provide you with this offer letter setting forth the terms of your offer of employment (“Offer Letter”). It confirms the verbal offer previously extended to you for the position of President and Chief Executive Officer of Akorn, I

AKORN NAMES DOUGLAS S. BOOTHE AS PRESIDENT AND CEO

Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] AKORN NAMES DOUGLAS S. BOOTHE AS PRESIDENT AND CEO LAKE FOREST, Ill., December 20, 2018 – Akorn, Inc. (NASDAQ: AKRX), today announced that Douglas S. Boothe has been named president and chief executive officer effective January 1, 2019, bringing deep pharmaceuticals expertise and a proven track record as Akorn looks forward

Regulation FD Disclosure, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Executive Agreement, dated December 20, 2018, between Akorn, Inc. and Douglas S. Boothe, its President and Chief Executive Officer, effective January 1, 2019, incorporated by reference to Exhibit 10.2 to Akorn, Inc.’s report on Form 8-K filed on December 20, 2018.

Exhibit 10.2 EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this “Agreement”), entered into on the 20th day of December, 2018, by and between Akorn, Inc., a corporation incorporated under the laws of Louisiana (the “Company”), and Douglas S. Boothe (“Executive Officer”). EMPLOYMENT Subject to the terms and conditions of this Agreement, the Company will employ Executive Officer as President and Chie

Form of Retention Premium Award

Exhibit 10.2 December XX, 2018 To: Akorn, has identified a small select group of employees whose contributions are considered particularly critical to the success of the business. You are one of the select employees and are therefore eligible to receive a special retention cash bonus, subject to the terms and conditions outlined below. Retention Premium Award: $ USD Provided you remain employed by

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 11, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Executive Employment Agreement between Akorn, Inc. and Jonathan Kafer, its Chief Commercial Officer, dated December 11, 2018

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into on the 11th day of December, 2018, by and between Akorn, Inc., a corporation incorporated under the laws of Louisiana (the “Company”), and Jonathan Kafer (“Executive Officer”). EMPLOYMENT Subject to the terms and conditions of this Agreement, the Company will employ Executive Officer as Executive Vice Pres

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 7, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

SUPREME COURT OF THE STATE OF DELAWARE RULES AGAINST AKORN, NEW CEO SEARCH UNDERWAY

EXHIBIT 99.1 Investors/Media: (847) 279-6162 [email protected] SUPREME COURT OF THE STATE OF DELAWARE RULES AGAINST AKORN, NEW CEO SEARCH UNDERWAY LAKE FOREST, Ill., December 7, 2018 – Akorn, Inc. (NASDAQ: AKRX), today said it will move forward and rebuild shareholder value as an independent company following the disappointing decision from the Supreme Court of the State of Delaware uph

Akorn Receives Product Approval

EXHIBIT 99.1 Akorn Receives Product Approval LAKE FOREST, Ill., Nov. 26, 2018 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, announced that it received a new Abbreviated New Drug Application (ANDA) approval from the U.S. Food and Drug Administration for diclofenac sodium topical gel, 1%. The product is manufactured at Akorn’s Amityville, New York

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 26, 2018 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

AKRX / Akorn, Inc. AKORN, INC. - DEF 14A

AKORN, INC. - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive

Akorn Provides Third Quarter 2018 Results

EXHIBIT 99.1 Akorn Provides Third Quarter 2018 Results LAKE FOREST, Ill., Nov. 06, 2018 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced its financial results for the third quarter of 2018. Business Highlights Revenues declined predominantly due to the effect of competition on key products such as Ephedrine Sulfate Injection, Lidoca

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2018 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

AKRX / Akorn, Inc. 10-Q (Quarterly Report)

10-Q 1 akorn10q-09302018.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUM

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 29, 2018 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Akorn Receives Product Approval

EXHIBIT 99.1 Akorn Receives Product Approval LAKE FOREST, Ill., Oct. 29, 2018 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, announced that, on October 26, 2018, it received a new Abbreviated New Drug Application (ANDA) approval from the U.S. Food and Drug Administration for Clobetasol Propionate Lotion, 0.05%. This ANDA was filed in December 201

Akorn Appeals Fresenius Kabi Ruling

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Akorn Appeals Fresenius Kabi Ruling LAKE FOREST, Ill., Oct. 18, 2018 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced that the company filed a notice of appeal to the Supreme Court of the State of Delaware from the recent decision of the Delaware Court of Chancery rejecting Akorn’s cla

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 18, 2018 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Akorn Receives Product Approval

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Akorn Receives Product Approval LAKE FOREST, Ill., Oct. 10, 2018 (GLOBE NEWSWIRE) - Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today announced that it has received a new Abbreviated New Drug Application (ANDA) approval from the U.S. Food and Drug Administration (FDA) for Bimatoprost Ophthalmic Solution, 0.03%. The

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 10, 2018 Akorn, Inc. (Exact Name of Registrant as Specified in Charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Other Events

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): October 5, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Financial Statements and Exhibits, Other Events

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): October 1, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

AKORN COMMENTS ON DELAWARE CHANCERY COURT RULING

Exhibit 99.1 Press Release Investors/Media: (847) 279-6162 [email protected] AKORN COMMENTS ON DELAWARE CHANCERY COURT RULING LAKE FOREST, Ill., October 1, 2018 – Akorn, Inc. (NASDAQ: AKRX), today issued the following statement in response to the ruling by the Delaware Chancery Court on the complaint filed by Akorn against Fresenius Kabi AG: “We are disappointed by the ruling by the Del

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k080118.htm FORM 8-K 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): August 1, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation

2

Exhibit 99.1 Non-GAAP Financial Measures To supplement Akorn’s financial results presented in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company presents EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, in the table below. Akorn’s management uses EBITDA and Adjusted EBITDA in managing and analyzing its business and financial condition and setting

AKRX / Akorn, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k050218.htm FORM 8-K 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): May 2, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (

Non-GAAP Financial Measures

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Non-GAAP Financial Measures To supplement Akorn’s financial results presented in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company presents EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, in the table below. Akorn’s management uses EBITDA and Adjusted EBITDA in managing and analyzing its business an

AKRX / Akorn, Inc. 10-Q (Quarterly Report)

10-Q 1 akorn10q-03312018.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER:

AKORN ASKS DELAWARE COURT TO REQUIRE FRESENIUS KABI TO FULFILL ITS OBLIGATIONS UNDER MERGER AGREEMENT

Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] AKORN ASKS DELAWARE COURT TO REQUIRE FRESENIUS KABI TO FULFILL ITS OBLIGATIONS UNDER MERGER AGREEMENT LAKE FOREST, Ill., April 23, 2018 – Akorn, Inc. (NASDAQ: AKRX), today filed a complaint in Delaware Chancery Court asking that Fresenius Kabi AG be required to fulfill its obligations under the definitive merger agreement, a

Financial Statements and Exhibits, Other Events

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 23, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

AKORN ISSUES STATEMENT

EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] AKORN ISSUES STATEMENT LAKE FOREST, Ill., April 22, 2018 – Akorn, Inc. (NASDAQ: AKRX), today issued a statement in response to Fresenius Kabi’s announcement that it is seeking to terminate the definitive merger agreement announced on April 24, 2017. “We categorically disagree with Fresenius

Financial Statements and Exhibits, Other Events

8-K 1 form8-k.htm CURRENT REPORT 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 22, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorpora

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

2

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Non-GAAP Financial Measures To supplement Akorn’s financial results presented in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company presents EBITDA and Adjusted EBITDA, which are non-GAAP (also referred to as “adjusted” or “non-GAAP adjusted”) financial measures, in the table below. Akorn’s management uses EBITDA and A

AKRX / Akorn, Inc. 10-K (Annual Report)

10-K 1 akorn10k12312017.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-32360 AKORN, INC. (Exact name of re

Listing of Subsidiaries of Akorn, Inc.

EXHIBIT 21.1 AKORN, INC. LISTING OF SUBSIDIARIES OF THE REGISTRANT As of December 31, 2017 Legal Entity Name Incorporation Ownership Registrant / Parent Corporation: Akorn, Inc. Louisiana Shareholders (NASDAQ: AKRX) U.S. subsidiaries of Akorn, Inc.: Advanced Vision Research, Inc. Delaware Akorn, Inc. (LA) Akorn (New Jersey), Inc. Illinois Akorn, Inc. (LA) Akorn Animal Health, Inc. Delaware Akorn,

Akorn Issues Statement on Investigation

EX-99.1 2 ex99-1.htm Exhibit 99.1 Investors/Media: (847) 279-6162 [email protected] Akorn Issues Statement on Investigation LAKE FOREST, Ill., February 26, 2018 – Akorn, Inc. (Nasdaq: AKRX), a leading specialty generic pharmaceutical company, today issued the following statement: “Akorn and Fresenius Kabi AG, with the assistance of outside consultants, are investigating alleged breaches

Financial Statements and Exhibits, Other Events

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 26 , 2018 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number

AKRX / Akorn, Inc. / PAULSON & CO. INC. - FEBRUARY 14, 2018 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* AKORN, INC. (Name of Issuer) Common stock, no par value (Title of Class of Securities) 009728106 (CUSIP Num

AKRX / Akorn, Inc. / VANGUARD GROUP INC Passive Investment

akorninc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Akorn Inc Title of Class of Securities: Common Stock CUSIP Number: 009728106 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 30, 2017 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (Exact Name

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): July 19, 2017 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Akorn Shareholders Vote to Approve Merger Agreement with Fresenius Kabi

Exhibit 99.1 Press Release Akorn Shareholders Vote to Approve Merger Agreement with Fresenius Kabi LAKE FOREST, Ill., July 19, 2017 (GLOBE NEWSWIRE) ? Akorn, Inc. (NASDAQ:AKRX), a leading specialty generic pharmaceutical company, announced that its shareholders, at a special meeting held earlier today, have overwhelmingly voted to approve the previously announced merger agreement providing for the

Other Events

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): July 10, 2017 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Akorn 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Akorn AKORN INC - DEFM14A

DEFM14A 1 lakrx2017defm14a.htm AKORN INC - DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY

Akorn AKORN INC - PREM14A

AKORN, INC. - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive

AKRX / Akorn, Inc. / KAPOOR JOHN N - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) John N. Kapoor 1925 West Field Court, Suite 300 Lake Forest, IL 60045 847-295-8665 (Name, Address and Telephone Number of Person Authorized

Akorn 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Akorn 14A

DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

Akorn 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Akorn FORM S-8

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AKORN, INC. (Exact name of registrant as specified in its charter) Louisiana (State of Incorporation) 72-0717400 (I.R.S. Employer Identification No.) 1925 W. Field Court, Suite 300 Lake Forest, Illinois 60045 (847) 279-6100 (Address of princ

Akorn S-8 POS

S-8 POS 1 s8pos050417.htm S-8 POS Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT No. 333-195673 UNDER THE SECURITIES ACT OF 1933 AKORN, INC. (Exact name of registrant as specified in its charter) Louisiana (State of Incorporation) 72-0717400 (I.R.S. Employer Identification No.) 1925 W.

By-Laws of Akorn, Inc., as amended on April 24, 2017, incorporated by reference to Exhibit 3.1 to Akorn’s report on Form 10-Q filed by Akorn, Inc. on May 4, 2017.

Exhibit Exhibit 3.1 BY-LAWS of AKORN, INC. ARTICLE I SHAREHOLDERS Section 1 ? Place of Holding Meeting . All meetings of the shareholders shall be held at the principal business office of the corporation in Metairie, Louisiana, or at such other place as may be specified in the notice of the meeting. Section 2 ? Annual Meeting of Shareholders . The annual meeting of shareholders for the election of

Akorn 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-32360 AKORN, INC. (E

AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017

EX-2.1 2 a17-124541ex2d1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merg

AKRX / Akorn, Inc. / Fresenius SE & Co. KGaA - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728106 (CUSIP Number) Jack C. Silhavy c/o Fresenius Kabi USA, LLC Three Corporate Drive Lake Zurich, Illinois 60047 +1 847 550 2760 (Tel) +1 847 550 2920 (Fax) With

[Signature page follows]

Exhibit 2.5 VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merge

[Signature page follows]

Exhibit 2.4 VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merge

[Signature page follows]

Exhibit 2.3 VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merge

Akorn, Inc. 2017 Omnibus Incentive Compensation Plan - Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2 to the report on Form 10-Q filed by Akorn, Inc. on May 4, 2017.

AKORN, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and effective as of [DATE] (the “Date of Grant”) between Akorn, Inc. (the “Company”) and [FIRST NAME — LAST NAME] (the “Participant”), pursuant and subject to the provisions of the Akorn, Inc. 2017 Omnibus Incentive Compensat

[Signature page follows]

Exhibit 2.2 VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merge

Akorn, Inc. 2017 Omnibus Incentive Compensation Plan - Form of Restricted Stock Unit Award (non-employee director), incorporated by reference to Exhibit 10.3 to the report on Form 10-Q filed by Akorn, Inc. on May 4, 2017.

AKORN, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTOR) This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and effective as of [DATE] (the “Date of Grant”) between Akorn, Inc. (the “Company”) and [FIRST NAME — LAST NAME] (the “Participant”), pursuant and subject to the provisions of the Akorn, Inc. 2017 Omn

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this Schedule 13D jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Act). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therei

Akorn 14A

DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

AKRX / Akorn, Inc. / KAPOOR JOHN N - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Akorn, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 009728 10 6 (Cusip Number) John N. Kapoor 1925 West Field Court, Suite 300 Lake Forest, IL 60045 847-295-8665 (Name, Address and Telephone Number of Person Authorized

Akorn FORM 8-K (Current Report/Significant Event)

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 Date of Report: April 27, 2017 Akorn, Inc. (Exact Name of Registrant as Specified in its Charter) Louisiana 001-32360 72-0717400 (State or other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 1925 W. Field Cou

Akorn 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Fresenius Kabi Media Contact Matt Kuhn, (847) 550-5751, [email protected] Akorn Investor/Media Contact Stephanie Carrington, (646) 277-1282, [email protected] FRESENIUS KABI TO ACQUIRE AKORN - - - - - Strategically complement

Exhibit 99.1 Fresenius Kabi Media Contact Matt Kuhn, (847) 550-5751, [email protected] Akorn Investor/Media Contact Stephanie Carrington, (646) 277-1282, [email protected] FRESENIUS KABI TO ACQUIRE AKORN - - - - - Strategically complementary combination to enhance and diversify Fresenius Kabi?s business and portfolio - - - - - At $34.00 a share, transaction valued at appro

Voting Agreement dated as of April 24, 2017, among Fresenius Kabi AG, Dr. John N. Kapoor and certain affiliates of Dr. Kapoor that are shareholders of Akorn, Inc., incorporated by reference to Exhibit 2.2 to the report on Form 8-K filed by Akorn, Inc. on April 24, 2017.

Exhibit 2.2 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

BY-LAW AMENDMENT

Exhibit 3.1 BY-LAW AMENDMENT The by-laws of Akorn, Inc. are hereby amended to add a new Article IX, as set forth below: ?ARTICLE IX FORUM FOR ADJUDICATION OF DISPUTES. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation , (ii) any action or proceeding asser

Agreement and Plan of Merger By and Among Fresenius Kabi AG, Quercus Acquisition, Inc., Akorn, Inc. and Fresenius SE & Co. KGAA dated as of April 24, 2017, incorporated by reference to Exhibit 2.1 to the report on Form 8-K filed by Akorn, Inc. on April 24, 2017.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Articles of Incor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 24, 2017 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Voting Agreement dated as of April 24, 2017, between Fresenius Kabi AG and Joseph Bonaccorsi, incorporated by reference to Exhibit 2.4 to the report on Form 8-K filed by Akorn, Inc. on April 24, 2017.

Exhibit 2.4 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

Voting Agreement dated as of April 24, 2017, among Fresenius Kabi AG, Rajat Rai and an affiliate of Mr. Rai that is a shareholder of Akorn, Inc., incorporated by reference to Exhibit 2.3 to the report on Form 8-K filed by Akorn, Inc. on April 24, 2017.

EX-2.3 4 ex2-3.htm Exhibit 2.3 VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiar

Voting Agreement dated as of April 24, 2017, between Fresenius Kabi AG and Dr. Bruce Kutinsky, incorporated by reference to Exhibit 2.5 to the report on Form 8-K filed by Akorn, Inc. on April 24, 2017.

Exhibit 2.5 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Articles of Incor

[Signature page follows]

Exhibit 2.3 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

Akorn 14A

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 24, 2017 Akorn, Inc. (Exact name of registrant as specified in charter) Louisiana 001-32360 72-0717400 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

[Signature page follows]

Exhibit 2.4 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

Fresenius Kabi Media Contact Matt Kuhn, (847) 550-5751, [email protected] Akorn Investor/Media Contact Stephanie Carrington, (646) 277-1282, [email protected] FRESENIUS KABI TO ACQUIRE AKORN - - - - - Strategically complement

EX-99.1 8 ex99-1.htm Exhibit 99.1 Fresenius Kabi Media Contact Matt Kuhn, (847) 550-5751, [email protected] Akorn Investor/Media Contact Stephanie Carrington, (646) 277-1282, [email protected] FRESENIUS KABI TO ACQUIRE AKORN - - - - - Strategically complementary combination to enhance and diversify Fresenius Kabi’s business and portfolio - - - - - At $34.00 a share, transa

BY-LAW AMENDMENT

EX-3.1 7 ex3-1.htm Exhibit 3.1 BY-LAW AMENDMENT The by-laws of Akorn, Inc. are hereby amended to add a new Article IX, as set forth below: “ARTICLE IX FORUM FOR ADJUDICATION OF DISPUTES. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation , (ii) any action

[Signature page follows]

Exhibit 2.2 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

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Exhibit 2.5 VOTING AGREEMENT dated as of April 24, 2017 (this ? Agreement?), among FRESENIUS KABI AG, a German stock corporation (? Parent?), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a ? Shareholder? and, collectively, the ? Shareholders?). WHEREAS Parent, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (?

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