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, 2019
Osmotica Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
Ireland | | 001-38709 | | Not Applicable |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
400 Crossing Boulevard Bridgewater, NJ | | 08807 |
(Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code): (908) 809-1300
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Ordinary Shares | OSMT | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 8.01Other Events.
As previously disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed by Osmotica Pharmaceuticals plc (the “Company”), in connection with the issuance of the unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018, the Company determined that a revision was required to correct misstatements associated with the tax treatment of certain intercompany transactions at the time of the business combination between Osmotica Holdings Limited and subsidiaries and Vertical/Trigen Holdings LLC, which occurred on February 3, 2016. Additionally, revisions were necessary to correct misstatements related to uncertain tax provisions and prepaid taxes and certain other previously identified immaterial misstatements.
To correct this misstatement, the Company retrospectively adjusted its consolidated financial statements for the fiscal year ended December 31, 2016, which adjustments also resulted in further adjustments in its consolidated financial statements for the years ended December 31, 2018 and 2017. The Company is attaching to this Current Report on Form 8-K as Exhibit 99.1 the Company’s retrospectively adjusted Management’s Discussion and Analysis of Financial Condition and Results of Operations and audited consolidated financial statements for the fiscal years ended December 31, 2018 and 2017, as well as the related notes, together with the report of the Company’s independent registered public accounting firm thereon.
Except for the retrospective adjustments referred to above, this Current Report on Form 8-K, and the disclosures contained herein, do not reflect events occurring subsequent to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 that was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019, and do not modify or update the disclosures therein in any way, other than described above and set forth in Exhibit 99.1 attached hereto. For information on developments regarding the Company since the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, please refer to the Company’s reports filed with the SEC since then, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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| OSMOTICA PHARMACEUTICALS PLC |
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Date: December 20, 2019 | | |
| By: | /s/ Andrew Einhorn |
| | Andrew Einhorn
Chief Financial Officer |
