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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 7, 2019
PETIQ, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) | | 001-38163
(Commission
File Number) | | 35-2554312
(I.R.S. Employer
Identification No.) |
223 S
(Address of principal executive offices) | | |
923 S. Bridgeway Place Eagle, Idaho
(Address of principal executive offices) | | 83616
(Zip Code) |
(208) 939-8900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
☒ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act (17 CFR 240.12b-2)
☒ Indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act (17 CFR 240.13(a)-1)
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Title of Each Class | Trading Symbol | Name of Exchange on Which Registered |
Class A common stock, par value $0.001 per share | PETQ | NYSE |
PetIQ, Inc. (the “Company”) hereby amends and supplements the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on July 9, 2019 to include the information required by Item 9.01(a) and Item 9.01(b) on Form 8-K in connection with the acquisition of all of the outstanding capital stock of Sergeant’s Pet Care Products, Inc., including any assets related to Perrigo’s animal health business, which closed on July 8, 2019.
Item 9.01. Financial Statements and Exhibits
| (a) | | Financial Statements of Business Acquired |
Audited combined financial statements of the Animal Health business of Perrigo Company plc which comprise the combined balance sheets as of December 31, 2018 and 2017, and the related combined statements of operations, equity, and cash flows for the years then ended, and the related notes to the combined financial statements, are attached hereto as Exhibit 99.1 and incorporated herein by reference.
Unaudited condensed combined financial statements of the Animal Health business of Perrigo Company plc which comprise the condensed combined balance sheets as of March 30, 2019 and December 31, 2018 and the related condensed combined statements of operations, equity, and cash flows for the three months ended March 30, 2019 and March 31, 2018, and the related notes to the condensed combined financial statements, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
| (b) | | Pro Forma Financial Information |
Unaudited pro forma condensed combined balance sheet as of March 31, 2019 and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2018, and the three months ended March 31, 2019 of PetIQ, Inc. and Sergeant’s Pet Care Products, Inc. are attached hereto as exhibit 99.3 and incorporated herein by reference. The unaudited pro forma condensed combined financial information is a presentation of historical results with accounting adjustments necessary to reflect the estimated pro forma effect of the acquisition and is presented for informational purposes only. The unaudited pro forma condensed combined financial information does not reflect the effects of any anticipated changes to be made to the operations of the combined companies in connection with the acquisitions, including synergies and cost savings and does not include one-time charges expected to result from the transaction. The unaudited pro forma condensed combined financial information should not be construed to be indicative of future results of operations or financial position.
(d)Exhibits:
Exhibit No. | | Description |
23.1 | | Consent of Ernst & Young LLP |
99.1 | | Audited combined financial statements of the Animal Health business of Perrigo Company plc, which comprise the combined balance sheets as of December 31, 2018 and 2017 and the related combined statements of operations, equity, and cash flows for the years then ended, and the related notes to the combined financial statements |
99.2 | Un | Unaudited condensed combined financial statements of the Animal Health business of Perrigo Company plc, which comprise the condensed combined balance sheets as of March 30, 2019 and December 31, 2018 and the related combined statements of operations, equity, and cash flows for the three months ended March 30, 2019 and March 31, 2018, and the related notes to the condensed combined financial statements |
99.3 | | Unaudited pro forma condensed combined balance sheet as of March 31, 2019, and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2018, and the three months ended March 31, 2019 of PetIQ, Inc. and Sergeant’s Pet Care Products, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PETIQ, INC. |
Dated: September 19, 2019 | By | /s/ John Newland |
| Name: | John Newland |
| Title: | Chief Financial Officer |
