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jeffqdhsr

05/22/17 11:46 AM

#6537 RE: big bambino #6536

Yeah your spot on BB ! BULLISH

(1) The number of shares of common stock, par value $0.0001 per share, of ANI Pharmaceuticals, Inc. (“Common Stock”), stated above represents an increase in the total number of shares available for issuance under the ANI Pharmaceuticals, Inc. Fifth Amended and Restated 2008 Stock Incentive Plan (the “Plan”). An aggregate of 1,200,000 shares have been registered previously under registration statements on Form S-8 (File Nos. 333-151663, 333-168842, 333-174596, 333-182011 and 333-196518). In addition, the maximum number of shares of Common Stock that may be issued under the Plan is subject to adjustment in accordance with certain provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), to the extent additional shares of Common Stock may be issued or issuable as a result of a stock split or other distribution declared at any time by the Board of Directors while this registration statement is in effect, this registration statement is hereby deemed to cover all such additional shares of Common Stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act and calculated based on the average of the high and low sales prices of the Common Stock, as reported on The NASDAQ Global Market on May 12, 2017.



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STATEMENT UNDER GENERAL INSTRUCTION E-
REGISTRATION OF ADDITIONAL SECURITIES

The registrant, ANI Pharmaceuticals, Inc. (“ANI” or “Registrant”), previously filed registration statements on Form S-8 (File Nos. 333-151663, 333-168842, 333-174596, 333-182011 and 333-196518) with the Securities and Exchange Commission (the “Commission”) in connection with the registration of an aggregate of 1,200,000 shares of ANI's common stock to be issued under the ANI Pharmaceuticals, Inc. Fifth Amended and Restated 2008 Stock Incentive Plan and the initial and subsequent versions of such plan after amendments (the “Plan”).[color=red][color=red][/color][/color]

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this “Registration Statement”) is filed by ANI solely to register an additional 800,000 shares of ANI's common stock available for issuance under the Plan. This increase was approved by ANI's Board of Directors and stockholders. Pursuant to Instruction E, the contents of ANI's previously filed Registration Statements on Form S-8 (File Nos. 333-151663, 333-168842, 333-174596, 333-182011 and 333-196518), including without limitation periodic reports that ANI filed, or will file, after this Registration Statement to maintain current information about ANI, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, with the exception of Items 3 and 8 of Part II of such prior Registration Statement, each of which is amended and restated in its entirety herein.