ACETO CORPORATION (NASDAQ:ACET) Files An 8-K Entry into a Material Definitive Agreement

ACETO CORPORATION (NASDAQ:ACET) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On December 21, 2016 (the Effective Date), Aceto Corporation (the
Company) entered into a Second Amended and Restated Credit
Agreement (the AR Credit Agreement), which amended and restated
in its entirety the Amended and Restated Credit Agreement, dated
as of October 28, 2015, among the Company, the other loan parties
party thereto, JPMorgan Chase Bank, N.A. (JPM), as administrative
agent, Wells Fargo Bank, National Association (Wells), as
syndication agent, and the lenders party thereto from time to
time, as amended by that certain Amendment No. 1 to Amended and
Restated Credit Agreement, dated as of November 10, 2015, and
that certain Amendment No. 2 to Amended and Restated Credit
Agreement, dated as of August 26, 2016 (collectively, the First
Amended Credit Agreement). Wells is the administrative agent and
JPM is the syndication agent under the AR Credit Agreement.

The AR Credit Agreement increases the aggregate available
revolving commitment under the First Amended Credit Agreement
from $150,000,000 to an initial aggregate available revolving
commitment of $225,000,000 (the Initial Revolving Commitment),
which, subject to the terms and conditions of the AR Credit
Agreement, the Company may borrow, repay and reborrow from and as
of December 21, 2016, to but excluding December 21, 2021 (the
Maturity Date; provided, that if any of the Companys 2015
Convertible Notes (as defined in the AR Credit Agreement) remain
outstanding on the date that is 91 days prior to the maturity
date of the 2015 Convertible Notes (the 2015 Convertible Maturity
Date), then the Maturity Date shall mean the date that is 91 days
prior to the 2015 Convertible Maturity Date). Under the AR Credit
Agreement, the Company also borrowed $150,000,000 in term loans
(the Initial Term Loan). Subject to certain conditions, including
obtaining commitments from existing or prospective lenders, the
Company will have the right to increase the amount of the Initial
Revolving Commitment (each, a Revolving Facility Increase and,
together with the Initial Revolving Commitment, the Revolving
Commitment) and/or the Initial Term Loan in an aggregate amount
not to exceed $100,000,000 to an incremental loan feature in the
AR Credit Agreement.

The proceeds of the Initial Term Loan have been used to partially
finance the Acquisition (as defined below) and pay fees and
expenses related thereto. The proceeds from the revolving loans
under the AR Credit Agreement are anticipated to be used for
working capital and general corporate purposes and to finance
acquisitions (including acquisitions of abbreviated new drug
applications), and for fees and expenses related thereto.

The AR Credit Agreement provides for (i) Eurodollar Loans (as
defined in the AR Credit Agreement), (ii) ABR Loans (as defined
in the AR Credit Agreement) or (iii) a combination thereof. All
loans under the AR Credit Agreement will bear interest per annum
at a base rate or, at the Companys option, LIBOR, plus an
applicable interest rate margin ranging from 0.50% to 1.50% in
the case of ABR Loans, and 1.50% to 2.50% in the case of
Eurodollar Loans. The applicable interest rate margin percentage
is subject to adjustment quarterly based upon the Companys senior
secured net leverage ratio. On the Effective Date, the applicable
interest rate margin for (x) Eurodollar Loans was 2.25% and (y)
ABR Loans was 1.25%. In addition, the Company is required to pay
a commitment fee on the undrawn revolving commitments under the
AR Credit Agreement from time to time at a rate ranging from
0.25% to 0.40% per annum. The applicable commitment fee is
subject to adjustment quarterly based upon the Companys senior
secured net leverage ratio. The commitment fee on the Effective
Date was 0.375%. Letter of credit fees are payable in respect of
outstanding letters of credit at a rate per annum equal to the
applicable interest rate margin for Eurodollar Loans. Interest on
ABR Loans is payable on the first day of each calendar quarter.
Interest on Eurodollar Loans is payable on the last day of each
interest rate period and at the end of each three month interval
within an interest rate period if the interest rate period is
longer than three months. Principal and all accrued and unpaid
interest are payable in full at maturity on the Maturity Date.

The AR Credit Agreement provides that commercial letters of
credit shall be issued to provide the primary payment mechanism
in connection with the purchase of any materials, goods or
services in the ordinary course of business.

The AR Credit Agreement, like the First Amended Credit Agreement,
provides for a security interest in substantially all of the
personal property of the Company and certain of its subsidiaries.
The AR Credit Agreement contains several financial covenants.
Among other requirements, the Company may not permit, in each
case calculated on a consolidated basis, the following to occur:

the ratio of (i) Consolidated Total Funded Indebtedness (as defined in the AR Credit Agreement) minus the Cash Deduction Amount (as defined in the AR Credit Agreement) to (ii) Consolidated Adjusted EBITDA (as defined in the AR Credit Agreement) as of the end of each fiscal quarter to exceed (x) prior to the last day of the fourth full fiscal quarter following the Effective Date (as defined in the AR Credit Agreement), 4.50 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the Covenant Step-Down Date) (or, if after the Covenant Step-Down Date, any permitted acquisition (other than the Acquisition (as defined below)) is consummated in accordance with the terms of the AR Credit Agreement and the aggregate consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisition, the Trigger Acquisition), such ratio shall increase to 4.50 to 1.00 for the quarter in which such acquisition is consummated and the three consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an Adjusted Covenant Period); provided, that (A) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (B) at the end of an Adjusted Covenant Period, the maximum ratio described herein shall revert to 4.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences to the terms and conditions described above);

the ratio of (i) Consolidated Total Funded Senior Secured Indebtedness (as defined in the AR Credit Agreement) minus the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA as of the end of each fiscal quarter to exceed 3.00 to 1.00 (or, if after the Covenant Step-Down Date, any Trigger Acquisition is consummated, then such ratio shall increase to 3.25 to 1.00 for the Adjusted Covenant Period in respect of such Trigger Acquisition; provided, that (A) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (B) at the end of an Adjusted Covenant Period, the maximum ratio described herein shall revert to 3.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences to the terms and conditions described above); and

the ratio, as of the end of each fiscal quarter, of (i) (x) Consolidated Adjusted EBITDA, plus, without duplication, non-cash unrealized losses in connection with Swap Agreements (as defined in the AR Credit Agreement), minus (y) the sum of (1) Unfinanced Capital Expenditures (as defined in the AR Credit Agreement), plus (2) dividends, distributions, stock repurchases and redemptions, in each case paid in cash, plus (3) cash taxes paid with respect to income or profit for the applicable period, including state, federal, franchise, gross receipts and margins and similar taxes, plus (4) non-cash unrealized gains in connection with Swap Agreements (as defined in the AR Credit Agreement), in each case for the period of four consecutive fiscal quarters then ended to (ii) the sum of (x) Consolidated Interest Expense (as defined in the AR Credit Agreement) for the period of four consecutive fiscal quarters then ended, plus (y) the scheduled installments of principal on all indebtedness (including capital leases) excluding any bullet due at maturity thereof (provided that for purposes of calculating the scheduled installments of principal in respect of the Initial Term Loan for each of the fiscal quarters ending March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, such scheduled installments of principal shall be deemed to be $3,750,000 for each such quarter), plus (z) earn-outs and deferred acquisition consideration and payments in respect thereof, in the case of each of the foregoing clauses (y) and (z) of this clause (ii), for the period of the immediately succeeding four consecutive fiscal quarters to be less than 2.00 to 1.00 as of the end of each fiscal quarter.

Under the AR Credit Agreement, like the First Amended Credit
Agreement, the Company and its subsidiaries are also subject to
certain restrictive covenants, including, among other things,
covenants governing liens, limitations on indebtedness,
limitations on guarantees, limitations on sales of assets and
sales of receivables, and limitations on loans and investments.

The foregoing description of the AR Credit Agreement is a summary
only, and is qualified in its entirety by reference to the
complete text thereof, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K, and which is
incorporated herein.

On December 21, 2016, various parties entered into a Transaction
Agreement Amendment and Waiver that amended the Product Purchase
Agreement referred to below and certain other agreements
ancillary thereto. Reference is made to Item 2.01 of this Current
Report on Form 8-K, which is incorporated herein, for a
description of the Transaction Agreement Amendment and Waiver.

Item 2.01

Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission (the
Commission) on November 2, 2016 (the Signing 8-K), on November 2,
2016, the Company, Rising Health, LLC (f/k/a Romeo Charlie
Acquisition I, LLC) (Purchaser I) and Acetris Health, LLC (f/k/a
Romeo Charlie Acquisition II, LLC) (Purchaser II and, together
with Purchaser I, the Purchasers), both of which are wholly-owned
subsidiaries of Rising Pharmaceuticals, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (Rising),
entered into a product purchase agreement (as amended, the
Product Purchase Agreement), with Cedar Pharma LLC (f/k/a Citron
Pharma LLC), a New Jersey limited liability company (Seller I),
Aster Pharma LLC (f/k/a Lucid Pharma LLC), a New Jersey limited
liability company (Seller II and together with Seller I, the
Sellers), Citgen Pharma Holding LLC, a New Jersey limited
liability company (Member I), Gensource Pharma LLC, a Delaware
limited liability company (Member II), Sudha Kavuru, an
individual (Member III and collectively with Member I and Member
II, the Direct Members), Shore Pharma LLC, a New Jersey limited
liability company, Pharma Reach LLC, a New Jersey limited
liability company, and SS Pharma LLC, a New Jersey limited
liability company (collectively, the Indirect Entity Members),
Subha Sri Thogarchedu and Vimal Kavuru (together, the Indirect
Individual Members and collectively with the Indirect Entity
Members and the Direct Members, the Members) and Vimal Kavuru, as
agent for the Sellers and Members (Agent). to the Product
Purchase Agreement, Purchaser I agreed to acquire certain
launched and unlaunched products and related assets, and assume
certain liabilities, of Seller Is generic pharmaceutical
business, and Purchaser II agreed to acquire certain launched and
unlaunched products, and assume certain liabilities, of Seller
IIs generic pharmaceutical business (the Acquisition).

The Company, the Purchasers, the Sellers, the Members and Agent
consummated the Acquisition on December 21, 2016 (the Closing
Date). to the Product Purchase Agreement, the Company and the
Purchasers paid the Sellers, and others at the direction of the
Sellers, $270 million in cash on the Closing Date as initial
consideration (the Closing Date Cash Payment) for the
Acquisition. The Closing Date Cash Payment was funded by a
combination of cash-on-hand, the proceeds of the Initial Term
Loan and a $115 million draw under the Initial Revolving
Commitment. (Information regarding the Initial Term Loan and the
Initial Revolving Commitment is incorporated herein by reference
to Item 1.01 of this Current Report on Form 8-K.) Additionally,
subject to the terms of the Product Purchase Agreement, the
Company and the Purchasers will pay the Sellers additional
consideration comprised of the following (collectively, with the
Closing Date Cash Payment, the Purchase Price):

$50 million in cash that will bear interest at a rate of 5% per annum and is payable on the later of (x) the fifth anniversary of the Closing Date and (y) the earlier of (A) the date that is the six month anniversary of the date on which the Company pays in full all amounts outstanding under its AR Credit Facility and (B) the date that is five years and six months after the Closing Date;

5,121,951 shares of the Companys common stock, par value $0.01 per share (the Common Stock), 75% of which will be issued to the Sellers on the third anniversary of the Closing Date and 25% of which will be issued to the Sellers on the fourth anniversary of the Closing Date, subject to certain acceleration or deferral events; and

up to $50 million in cash earn-out payments based on the financial performance of four pre-specified pipeline products.

The Purchase Price is subject to certain adjustments as set forth
in the Product Purchase Agreement including, without limitation,
upward and downward adjustments based upon the amounts of certain
current assets and current liabilities as of the Closing Date.

The Product Purchase Agreement contemplates that the Board of
Directors of the Company (the Board) will, following the
consummation of the Acquisition, recommend to the Nominating and
Governance Committee of the Board that Mr. Kavuru, who serves as
Manager and Chief Executive Officer of the Sellers and is an
indirect equity holder of the Sellers, be nominated to serve as a
member of the Board (the Board Nomination Right) for a period
commencing subsequent to the Closing Date and ending on the third
anniversary of the Closing Date. Following the third anniversary
of the Closing Date, the Product Purchase Agreement provides that
the Board will continue to recommend to the Nominating and
Governance Committee of the Board that Mr. Kavuru be nominated to
serve as a member of the Board for so long as he and his
permitted transferees collectively hold at least 3% of the total
outstanding shares of the Companys Common Stock on a
fully-diluted basis (excluding shares issuable to the Companys
bond hedge). The Board Nomination Right will expire upon the
earliest to occur of: (i) Mr. Kavurus breach of that certain
Restrictive Covenants Agreement, dated November 2, 2016, by and
among each of the Sellers, the Members (including Mr. Kavuru) and
Ashok Mayya and which was described in the Signing 8-K; (ii) Mr.
Kavurus acquisition of competing products under certain
circumstances; (iii) Mr. Kavurus termination for Cause or
resignation without Good Reason (each as defined in his
Employment Agreement described in further detail below); (iv) Mr.
Kavurus resignation from the Board or refusal to stand for
re-election; or (v) a change of control of the Company.

On December 21, 2016, parties to the Product Purchase Agreement,
Mr. Kavurus Employment Agreement (as defined below) and another
ancillary agreement entered into a Transaction Agreement
Amendment and Waiver (the Amendment Agreement). Among other
things, the Amendment Agreement modified the manner in which
certain post-closing adjustments to the purchase price will be
made. As amended, in the event that certain working capital
items, on a net basis, exceed $24.5 million, the Purchasers will
pay to the Sellers 50% of such excess, but not to exceed
$4,229,665. Other amendments, more technical in nature, revised
the procedures followed and to be followed in conducting a
closing inventory and in the hiring by the Purchasers of certain
of the Sellers employees.

The foregoing description of the Product Purchase Agreement and
Amendment Agreement does not purport to be complete and is
qualified in its entirety by reference to (i) the Product
Purchase Agreement, which was filed as Exhibit 2.1 to the Signing
8-K, and is incorporated herein, (ii) an amendment thereto, a
copy of which is filed as Exhibit 2.2 to this Current Report, and
is incorporated herein and (iii) the Amendment Agreement, a copy
of which is filed as Exhibit 2.3 to this Current Report, and is
incorporated herein.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On the Effective Date, upon entering into the AR Credit Agreement
described in Item 1.01 to this Current Report on Form 8-K, the
Company made $150,000,000 in initial term loan borrowings and
$115,000,000 in initial revolving loan borrowings under the AR
Credit Agreement and used the proceeds to partially finance the
Acquisition and pay fees and expenses related thereto. After
giving effect to the foregoing transactions, the Company
currently has an aggregate of $150,000,000 in outstanding term
loan borrowings and $115,000,000 in outstanding revolving loan
borrowings, with $0.00 available for additional term loan
borrowings and $110,000,000 available for additional revolving
loan borrowings (in each case, subject to increase as described
above), under the AR Credit Agreement. The proceeds from the
revolving loans under the AR Credit Agreement are anticipated to
be used for working capital and general corporate purposes and to
finance acquisitions (including acquisitions of abbreviated new
drug applications), and for fees and expenses related thereto.

Reference is made to Item 1.01 hereof, which is incorporated
herein.

Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

It is anticipated that at its February 2017 Board meeting, the
Companys Board will increase the size of the Board from 8 to 9
members and appoint Vimal Kavuru, age 48, as a member of the
Board. It is not contemplated that Mr. Kavuru will receive
compensation for his services as a director of the Company.

Except for the Board Nomination Right set forth in the Product
Purchase Agreement, Mr. Kavuru was not selected as a director to
any arrangement or understanding with any other person and does
not have any reportable transactions under Item 404(a) of
Regulation S-K.

Additionally, to the employment agreement (the Employment
Agreement), dated as of November 2, 2016, by and between Rising
and Mr. Kavuru, which was previously filed as Exhibit 10.2 to the
Signing 8-K and is incorporated by reference herein, as amended
by the Amendment Agreement, Mr. Kavuru commenced his employment
with Rising and assumed his role as a member of Risings executive
committee upon consummation of the Acquisition. The term of Mr.
Kavurus employment to the Employment Agreement commenced on the
Closing of the Acquisition and, subject to earlier termination in
accordance with the Employment Agreement, expires on June 21,
2018 (the Employment Term). Mr. Kavuru will be paid a salary at
the annualized rate of $400,000 during the Employment Term.

Mr. Kavuru founded Seller I and Seller II in 2013 and has served
as the CEO of both companies since their inception. In 2008, Mr.
Kavuru founded Gen-Source RX, a generic pharmaceutical
distributor, and served as CEO until 2014 when that business was
sold to Cardinal Health. Since 2007, Mr. Kavuru has served as a
director of Celon Labs Ltd., an Indian specialty pharmaceutical
company focused on the oncology and critical care segments in
India that he co-founded in 2007. Additionally, he has served as
a director of Cronus Pharma LLC, an animal health pharmaceutical
company, since 2016, is the founder of Casper Pharma LLC, an
emerging specialty brand and injectable pharmaceutical company,
and is a co-founder of Grace Therapeutics, a pharmaceutical
company focused on treating rare and orphan diseases.

Item 7.01Regulation FD.

On December 21, 2016, the Company issued a press release
announcing the consummation of the Acquisition. A copy of the
press release is attached hereto as Exhibit 99.10. The
information in this Item 7.01 and in Exhibit 99.10 is furnished
and shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section,
and such information shall not be deemed to be incorporated by
reference into any of the Company’s filings under the Securities
Act of l933, as amended, or the Exchange Act.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements as that term is
defined in the federal securities laws. The events described in
forward-looking statements contained in this report may not
occur. Generally, these statements relate to the Companys
business plans or strategies, projected or anticipated benefits
or other consequences of the Companys plans or strategies,
financing plans, projected or anticipated benefits from
acquisitions that the Company may make, or a projection involving
anticipated revenues, earnings or other aspects of the Companys
operating results or financial position, and the outcome of any
contingencies. Any such forward-looking statements are based on
current expectations, estimates and projections of management.
The Company intends for these forward-looking statements to be
covered by the safe-harbor provisions for forward-looking
statements. Words such as may, will, expect, believe, anticipate,
project, plan, intend, estimate, and continue, and their
opposites and similar expressions are intended to identify
forward-looking statements.Statements made herein and elsewhere
regarding the potential consequences or effects of the
Acquisition are also forward-looking statements, including
statements regarding the future potential consideration payable
to the Product Purchase Agreement, managements statements about
the effect of the Acquisition on the Companys future business,
operations and financial performance and the Companys ability to
successfully integrate the acquired assets and related
liabilities into its operations. The Company cautions you that
these statements are not guarantees of future performance or
events and are subject to a number of uncertainties, risks and
other influences, many of which are beyond the Companys control,
which may influence the accuracy of the statements and the
projections upon which the statements are based.These
uncertainties, risks and other influences include, but are not
limited to, risks related to: the Companys ability to realize
expected benefits and synergies from the Acquisition; disruption
from the Acquisition making it more difficult to maintain
relationships with customers, employees or suppliers; the
diversion of management time on Acquisition-related integration
issues; any negative effects that the consummation of the
Acquisition may have on the market price of the Companys Common
Stock; unexpected costs, charges or expenses relating to the
Acquisition; unknown liabilities; litigation and/or regulatory
actions related to the Acquisition; and the Companys indebtedness
incurred in connection with the Acquisition. Factors that could
cause actual results to differ materially from those set forth or
implied by any forward-looking statement also include, but are
not limited to, risks and uncertainties discussed in the Companys
reports filed with the Commission, including, but not limited to,
the Companys Annual Report on Form 10-K for the fiscal year ended
June 30, 2016, and other filings. Copies of these filings are
available atwww.sec.gov. Any one or more of these
uncertainties, risks and other influences could materially affect
the Companys results of operations and whether forward-looking
statements made by the Company ultimately prove to be accurate.
The Companys actual results, performance and achievements could
differ materially from those expressed or implied in these
forward-looking statements.The Company undertakes no obligation
to publicly update or revise any forward-looking statements,
whether from new information, future events or otherwise.

Item 9.01Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired:

Citron Pharma LLC 2015 and 2014 Audited Financial
Statements (Exhibit 99.1):

Independent auditors’ report;

Balance sheets as of December 31, 2015 and 2014;

Statements of operations for the years ended December 31, 2015
and December 31, 2014;

Statements of comprehensive income for the years ended December
31, 2015 and December 31, 2014;

Statements of changes in members capital for the years ended
December 31, 2015 and December 31, 2014;

Statements of cash flows for the years ended December 31, 2015
and December 31, 2014; and

Notes to audited financial statements.

Citron Pharma LLC 2014 and 2013 Audited Financial
Statements (Exhibit 99.2):

Independent auditors’ report;

Balance sheets as of December 31, 2014 and 2013;

Statements of operations for the year ended December 31, 2014 and
for the period from January 7, 2013 (date of inception) through
December 31, 2013;

Statements of comprehensive income for the year ended December
31, 2014 and for the period from January 7, 2013 (date of
inception) through December 31, 2013;

Statements of changes in members capital for the year ended
December 31, 2014 and for the period from January 7, 2013 (date
of inception) through December 31, 2013;

Statements of cash flows for the year ended December 31, 2014 and
for the period from January 7, 2013 (date of inception) through
December 31, 2013; and

Notes to audited financial statements.

Lucid Pharma LLC 2015 and 2014 Audited Financial
Statements (Exhibit 99.3):

Independent auditors’ report;

Balance sheets as of December 31, 2015 and 2014;

Statements of income for the years ended December 31, 2015 and
December 31, 2014;

Statements of changes in members equity for the years ended
December 31, 2015 and December 31, 2014;

Statements of cash flows for the years ended December 31, 2015
and December 31, 2014;

Notes to audited financial statements; and

Supplementary Information:

Schedule of Operating Activities by Division; and

Schedule of Discontinued Operations.

Lucid Pharma LLC 2014 and 2013 Audited Financial
Statements (Exhibit 99.4):

Independent auditors’ report;

Balance sheets as of December 31, 2014 and 2013;

Statements of income for the years ended December 31, 2014 and
December 31, 2013;

Statements of changes in members capital for the year ended
December 31, 2014 and December 31, 2013;

Statements of cash flows for the years ended December 31, 2014
and December 31, 2013;

Notes to audited financial statements; and

Supplementary Information:

Schedule of Operating Activities by Division; and

Schedule of Discontinued Operations.

Citron Pharma LLC 2016 and 2015 Unaudited Financial
Statements (Exhibit 99.5):

Balance sheets as of September 30, 2016 (unaudited) and December
31, 2015;

Statements of operations for the nine months ended September 30,
2016 and 2015 (unaudited);

Statements of comprehensive income for the nine months ended
September 30, 2016 and 2015(unaudited);

Statements of cash flows for the nine months ended September 30,
2016 and 2015(unaudited); and

Notes to unaudited financial statements.

Lucid Pharma LLC 2016 and 2015 Unaudited Financial
Statements (Exhibit 99.6):

Balance sheets as of September 30, 2016 (unaudited) and December
31, 2015;

Statements of income for the nine months ended September 30, 2016
and 2015(unaudited);

Statements of cash flows for the nine months ended September 30,
2016 and 2015(unaudited); and

Notes to unaudited financial statements.

(b) Pro Forma Financial Information (to be filed by amendment
after the filing of the Companys consolidated unaudited balance
sheet as of December 31, 2016 but within 71 days after the filing
of this Current Report)

Pro forma income statement for the twelve months ended June 30,
2016;

Pro forma income statement for the three months ended September
30, 2016; and

Notes to pro forma financial statements.

(d) Exhibits:

ExhibitNo.		Document
2.1		Product Purchase Agreement, by and among the Company, the Sellers, the Members, the Purchasers and the Agent, dated as of November 2, 2016, is incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the Commission on November 2, 2016 (the Product Purchase Agreement)
2.2		Amendment No. 1 to the Product Purchase Agreement, by and among the Purchasers and the Agent, dated as of December 2, 2016
2.3		Transaction Agreement Amendment and Waiver, dated as of December 21, 2016, by and among the Purchasers, the Agent and other parties thereto
10.1		Second Amended and Restated Credit Agreement, dated as of December 21, 2016, by and among the Company, the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto*
23.1		Consent of EisnerAmper LLP
23.2		Consent of RAM Associates
99.1		Citron Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.2		Citron Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.3		Lucid Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.4		Lucid Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.5		Citron Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.6		Lucid Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.7		Pro Forma Information**
99.8		Press Release, December 21, 2016***

* to Item 601(b)(2)of Regulation S-K, exhibits and schedules are
omitted. The Company agrees to furnish supplementally to the
Commission a copy of any omitted exhibit or schedule upon request
by the Commission.

** To be filed by amendment.

*** Furnished, not filed

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

	ACETO CORPORATION
Dated: December 21, 2016	By:	/s/ Salvatore Guccione
	Name:	Salvatore Guccione
	Title:	President and Chief Executive Officer

EXHIBITINDEX

ExhibitNo.		Document
2.1		Product Purchase Agreement, by and among the Company, the Sellers, the Members, the Purchasers and the Agent, dated as of November 2, 2016, is incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the Commission on November 2, 2016 (the Product Purchase Agreement)
2.2		Amendment No. 1 to the Product Purchase Agreement, by and among the Purchasers and the Agent, dated as of December 2, 2016
2.3		Transaction Agreement Amendment and Waiver, dated as of December 21, 2016, by and among the Purchasers, the Agent and other parties thereto
10.1		Second Amended and Restated Credit Agreement, dated as of December 21, 2016, by and among the Company, the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto*
23.1		Consent of EisnerAmper LLP
23.2		Consent of RAM Associates
99.1		Citron Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.2		Citron Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.3		Lucid Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.4		Lucid Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.5		Citron Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.6		Lucid Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.7		Pro Forma Information**
99.8		Press Release, December 21, 2016***

*

About ACETO CORPORATION (NASDAQ:ACET)