22 unchanged sentences
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Amphastar Pharmaceuticals, Inc.
−Removed: internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: We have audited Amphastar Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Amphastar Pharmaceuticals, Inc.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
Irvine, California
−Removed: March 1, 2023
+Added: February 29, 2024
Other Information.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During our last fiscal quarter, the following directors and officers, as defined in Rule 16a-1(f), adopted a Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, as follows:
+Added: On November 17, 2023 , Jacob Liawatidewi , our Executive Vice President of Sales and Marketing and Corporate Administration Center, President of Amphastar France Pharmaceuticals, S.A.S., Corporate Secretary, and Director , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 20,533 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until April 1, 2025 , or earlier if all transactions under the trading arrangement are completed.
+Added: On December 14, 2023 , Rong Zhou , our Senior Executive Vice President of Production and President of Amphastar Nanjing Pharmaceuticals, Co., Ltd.
+Added: , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 13,893 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until May 17, 2024 , or earlier if all transactions under the trading arrangement are completed.
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement, each as defined in Regulation S-K Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
18 unchanged sentences
Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2021)
+Added: Indenture, dated September 15, 2023, between Amphastar Pharmaceuticals, Inc.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023)
+Added: Form of 2.00% Convertible Notes due 2029 (incorporated by reference to Exhibit 4.2 (included in Exhibit 4.1) of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023)
Amended and Restated 2005 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014)
50 unchanged sentences
dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022)
+Added: Amendment to Contract Research Agreement by and between Amphastar Pharmaceuticals, Inc.
+Added: and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated March 8, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023)
+Added: Asset Purchase Agreement by and among Amphastar Pharmaceuticals, Inc., Amphastar Medication Co., LLC, and Eli Lilly and Company, dated April 21, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023)
+Added: Manufacturing Service Agreement by and between Amphastar Pharmaceuticals, Inc., and Eli Lilly and Company, dated June 30, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023)
+Added: Transition Service Agreement by and between Amphastar Pharmaceuticals, Inc., and Eli Lilly and Company, dated June 30, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023)
+Added: Credit Agreement dated June 30, 2023, by and between Amphastar Pharmaceuticals, Inc.
+Added: and Wells Fargo Bank, National Association in the original sum of $700,000,000 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023)
+Added: Purchase Agreement, dated September 12, 2023, among Amphastar Pharmaceuticals, Inc.
+Added: and Jefferies LLC, J.P.
+Added: Morgan Securities LLC, Wells Fargo Securities LLC and BofA Securities Inc.
+Added: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023)
+Added: Seventh Amendment to the Supply Agreement by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc., dated December 22, 2023
Subsidiaries of the Company
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Compensation Recovery Policy of the Company
XBRL Instance Document –The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
16 unchanged sentences
(Principal Executive Officer)
−Removed: March 1, 2023
+Added: February 29, 2024
AMPHASTAR PHARMACEUTICALS, INC.
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: March 1, 2023
+Added: February 29, 2024
POWER OF ATTORNEY
4 unchanged sentences
Chief Executive Officer, President, and Director
−Removed: March 1, 2023
+Added: February 29, 2024
Jack Yongfeng Zhang
1 unchanged sentence
Chairman, Chief Operating Officer
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ WILLIAM J.
Chief Financial Officer and Director (Principal
−Removed: March 1, 2023
+Added: February 29, 2024
Financial and Accounting Officer)
1 unchanged sentence
Executive Vice President of Sales and Marketing,
−Removed: March 1, 2023
+Added: February 29, 2024
Jacob Liawatidewi
Corporate Administration Center, and Director
−Removed: March 1, 2023
−Removed: March 1, 2023
+Added: February 29, 2024
+Added: February 29, 2024
/s/ HOWARD LEE
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ FLOYD PETERSEN
−Removed: March 1, 2023
+Added: February 29, 2024
Floyd Petersen
/s/ RICHARD PRINS
−Removed: March 1, 2023
+Added: February 29, 2024
Richard Prins
/s/ MICHAEL A.
−Removed: March 1, 2023
+Added: February 29, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.