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 9, 2026
Amphastar Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
| | |
Delaware | 001-36509 | 33-0702205 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification |
| |
11570 6th Street | |
Rancho Cucamonga, California | 91730 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (909) 980-9484
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:
T | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | ||
| | | | |||
Common Stock, par value $0.0001 per share | | AMPH | | The Nasdaq Stock Market LLC | ||
| | | | | | |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase to the authorized number of directors permitted to serve on the Board from ten (10) to eleven (11) directors and appointed Anthony Pierce, to serve as a Class III director, to hold office until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal, effective immediately. Mr. Pierce was not appointed to serve on any committees of the Board at this time.
The Board also determined that Mr. Pierce does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he is independent within the meaning of the listing standards of the Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Pierce and any other person pursuant to which he was selected as a director of the Company. There are no transactions between Mr. Pierce and the Company that would be reportable under Item 404(a) of Regulation S-K.
Mr. Pierce’s will receive both cash and equity compensation. He will receive an annual cash retainer of $55,000 (pro-rated for his start date). His equity compensation will initially consist of a grant comprised of 50% restricted stock units and 50% stock options with an aggregate grant date fair value of $300,000, which vests on the first anniversary of the date of grant, subject to continued service through the vesting date and will be consistent with other non-employee members of the Board thereafter, as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2026 under “Non-Employee Director Compensation,” and as may be amended from time to time by the Board. In connection with Mr. Pierce’s appointment as a director, the Company will enter into its standard form of indemnification agreement with Mr. Pierce.
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.
| | | |
| AMPHASTAR PHARMACEUTICALS, INC. | ||
Date: July 13, 2026 |
| ||
| By: | /S/WILLIAM J. PETERS |
|
| | William J. Peters | |
| | Chief Financial Officer, Executive Vice President and Treasurer | |
| | ||