Aceto Corporation (NASDAQ:ACET) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01

The information in Item 7.01 under the caption “Nasdaq Delisting Notice” is incorporated into this Item 3.01.

Relative Priority of Convertible Notes and Deferred Payment Amount

In connection with the acquisition of certain products and related assets from Citron Pharma, LLP and Lucid Pharma, LLP in December 2016, Aceto Corporation (the “Company”) and certain of its subsidiaries are contractually obligated to make a $50,000,000 deferred payment (the “Deferred Payment Amount”) to the sellers in that transaction on December 21, 2021, in accordance with and subject to the terms of the definitive acquisition agreement. The Company has received certain inquiries regarding the relative priority of the Deferred Payment Amount and the Company’s Convertible Senior Notes due 2020 (the “Notes”), which are due November 1, 2020. The Notes are an obligation of the Company, and the Deferred Payment Amount is an obligation of both the Company and certain of the Company’s subsidiaries. As previously disclosed, both the Deferred Payment Amount and the amounts due under the Notes are unsecured obligations of the Company and, as a result, are pari passu in right of payment with respect to the Company. The Company generally reserves all rights with respect to the Deferred Payment Amount and the Notes.

Nasdaq Delisting Notice

On February 19, 2019, the Company and certain of its U.S. subsidiaries (collectively with the Company, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey. The Debtors have proposed to jointly administer their chapter 11 cases under the caption In re Aceto Corporation, et al. (the “Chapter 11 Cases”).

On February 21, 2019, the Company received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) andIM-5101-1,Nasdaq has determined that the Company’s common stock will be delisted from Nasdaq.

Nasdaq’s letter further advises the Company that trading of the Company’s common stock on Nasdaq will be suspended at the opening of business on March 4, 2019 and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company’s common stock from listing and registration on Nasdaq, unless the Company requests a hearing with aNasdaqListing Qualifications Hearing Panel (the “Panel”) to appeal the proposed delisting.

The Company plans to timelyrequest a hearingbefore the Panel, which request will stay the suspension of the Company’s common stock pending the issuance of the Panel’s decision following the hearing and the expiration of any additional extension that may be granted by the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the continued listing criteria within the period of time that the Panel may grant it to do so.

About Aceto Corporation (NASDAQ:ACET)

Aceto Corporation (Aceto) is engaged in the marketing, sales and distribution of finished dosage form generic pharmaceuticals, nutraceutical products, pharmaceutical active ingredients and intermediates, specialty performance chemicals inclusive of agricultural intermediates and agricultural protection products. The Company’s business is organized along product lines into three segments: Human Health, Pharmaceutical Ingredients and Performance Chemicals. As of June 30, 2016, it distributed over 1,100 chemical compounds used primarily as finished products or raw materials in the agricultural, coatings and industrial chemical industries. The Human Health segment includes finished dosage form generic drugs and nutraceutical products. As of June 30, 2016, the Pharmaceutical Ingredients segment had two product groups: Active Pharmaceutical Ingredients and Pharmaceutical Intermediates. The Performance Chemicals segment includes specialty chemicals and agricultural protection products.