UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 1224, 2022

Antares Pharma, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware

001-32302

41-1350192

(State or other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

100 Princeton South, Suite 300 Ewing, NJ, 08628 (Address of principal executive offices, including Zip Code) (609) 359-3020 (Registrant’s telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Ewing, NJ, 08628

(Address of principal executive offices, including Zip Code)

(609) 359-3020

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2):

☐ 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))

☐	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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

ATRS

NASDAQ

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. ☐

INTRODUCTORY NOTE

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2022, by Antares Pharma, Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 12, 2022, with Halozyme Therapeutics, Inc., a Delaware corporation (“Halozyme”), and Atlas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Halozyme (“Purchaser”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer (the “Offer”) on April 26, 2022 to acquire all of the outstanding shares of common stock of the Company, $0.01 par value per share (the “Shares”), at a purchase price of $5.60 per Share in cash (the “Offer Price”), without interest and subject to any withholding of taxes required by applicable legal requirements.

The Offer and related withdrawal rights expired at one minute following 11:59 p.m., Eastern Time, on May 23, 2022. Equiniti Trust Company, in its capacity as the depositary for the Offer, has advised that, as of the expiration of the Offer, 139,371,158 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 81.56% of the total number of Shares outstanding at the time of the expiration of the Offer. The number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Following consummation of the Offer, the remaining conditions to the merger of Purchaser with and into the Company (the “Merger”) set forth in the Merger Agreement were satisfied, and on May 24, 2022, Halozyme completed its acquisition of the Company by consummating the Merger without a meeting of stockholders of the Company in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with the Company continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Shares not purchased pursuant to the Offer (other than Shares (1) held by the Company (or in the Company’s treasury), Halozyme or any direct or indirect wholly owned subsidiary of Halozyme (other than Purchaser), or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (2) irrevocably accepted for purchase in the Offer) were each converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required by applicable legal requirements. As a result of the Merger, the Company became a wholly owned subsidiary of Halozyme.

Pursuant to the Merger Agreement, at the Effective Time, each of the options to purchase Shares granted under the Company Equity Plan (the “Company Options”) that was then outstanding as of immediately prior to the Effective Time was, to the extent unvested, accelerated and became fully vested and exercisable effective prior to the Effective Time. Each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of (A) the Merger Consideration over (B) the exercise price payable per Share under such Company Option. Each restricted stock unit award granted under the Company Equity Plan (“Company RSUs”) and each performance restricted stock unit award granted under the Company Equity Plan (“Company PSUs”) that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (i) the number of Shares issuable in settlement of the Company RSU or Company PSU (in the case of Company PSUs at the target level of performance) immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

The total consideration paid for the Shares in the Offer and the Merger was approximately $957 million. These amounts exclude fees and expenses related to the Offer and the Merger. Halozyme provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all Shares purchased in the Merger.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 13, 2022, and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On May 24, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Halozyme entered into that certain Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and ~~Plan~~an L/C Issuer, and the other lenders and L/C Issuers party thereto, evidencing a credit facility (the “Facility”) that provides for (x) a $350 million revolving credit facility (the “Revolving Credit Facility”) and (y) a $250 million term loan facility (the “Term Facility”). The proceeds of the Term Facility and the initial borrowings under the Revolving Credit Facility, in addition to a portion of Halozyme’s existing cash on hand, were used to pay the Merger Consideration, refinance the Company’s existing indebtedness and pay fees and expenses in connection with the foregoing.

~~On April 12~~Halozyme, ~~2022, Antares Pharma,~~ Inc., a ~~Delaware~~wholly-owned ~~corporation~~subsidiary ~~(the~~of ~~“Company”)~~Halozyme, ~~entered~~and ~~into~~the anCompany ~~Agreement~~guarantee ~~and~~Halozyme’s ~~Plan~~obligations ofunder ~~Merger (~~the ~~“Merger~~Credit Agreement~~”) with~~. ~~Halozyme~~The ~~Therapeutics~~Facility will mature on November 30, ~~Inc.~~2026, aunless ~~Delaware~~either ~~corporation~~the ~~(“Halozyme”),~~Revolving ~~and~~Credit ~~Atlas~~Facility ~~Merger~~or ~~Sub,~~the ~~Inc.,~~Term aFacility ~~Delaware~~is ~~corporation~~extended ~~and a~~prior ~~wholly~~to ~~owned~~such ~~subsidiary~~date ofin ~~Halozyme~~accordance ~~(“Purchaser”)~~with the Credit Agreement.

~~Pursuant~~The toCredit ~~the~~Agreement ~~Merger~~contains ~~Agreement,~~an onexpansion ~~the~~feature, ~~terms~~which ~~and~~allows Halozyme, subject to ~~the~~certain conditions ~~thereof~~, ~~Purchaser~~to ~~will~~increase ~~commence~~the aaggregate ~~cash~~principal ~~tender~~amount ~~offer~~of (the ~~“Offer”)~~Facility, noprovided ~~later~~Halozyme ~~than~~remains ~~April~~in ~~26,~~compliance ~~2022~~with tounderlying ~~acquire~~financial ~~all~~covenants ofon ~~the~~a ~~outstanding~~pro ~~shares~~forma ofbasis ~~common~~including ~~stock of~~ the ~~Company,~~consolidated ~~$0.01~~interest ~~par~~coverage ~~value~~ratio ~~per share~~and (the ~~“Shares”),~~consolidated atnet aleverage ~~purchase~~ratio ~~price~~covenants ofset ~~$5.60~~forth ~~per~~in ~~Share~~the inCredit ~~cash~~Agreement, (and the ~~“Offer~~consolidated ~~Price”),~~net ~~without~~leverage ~~interest~~ratio ~~and~~shall ~~subject~~be tonot ~~any~~greater ~~withholding~~than of0.25:1.00 ~~taxes~~less ~~required~~than bythe ~~applicable~~consolidated ~~legal~~net ~~requirements~~leverage ratio then permitted under the Credit Agreement.

~~The~~In ~~obligation~~addition ~~of Purchaser~~ to ~~purchase~~paying ~~Shares~~interest ~~tendered~~on in the ~~Offer~~outstanding isprincipal ~~subject~~under to the ~~satisfaction~~Facility, orHalozyme ~~waiver~~will ofpay ~~the conditions set forth in the Merger Agreement, including~~ (1i) a ~~that~~commitment ~~the~~fee ~~number of Shares validly tendered~~ in ~~accordance~~respect ~~with~~of the ~~terms~~unutilized ofcommitments ~~the~~thereunder ~~Offer~~ and ~~not validly withdrawn, considered together with all other Shares otherwise beneficially owned by Halozyme or any of its wholly owned subsidiaries~~ (~~including Purchaser~~ii) customary ~~(but~~letter ~~excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6)~~ of ~~the~~credit ~~Delaware~~fees ~~General~~and ~~Corporation~~agency ~~Law~~fees. ~~(the~~The ~~“DGCL”)),~~commitment ~~would~~fees ~~represent~~range ~~one~~from ~~more~~0.15% ~~than~~to 500.35% ofper ~~the~~annum ~~total~~based ~~number~~on ofHalozyme’s ~~Shares~~consolidated ~~outstanding~~net atleverage the time of the expiration of the Offer, (2) the expiration or termination of the applicable waiting period (or any extension thereof) under the HSR Act (3) and those other conditions set forth in the Merger Agreementratio.

~~The~~Substantially ~~Offer~~all ~~will~~of ~~initially expire at one minute after 11:59 p.m. Eastern Time on~~ the ~~twentieth~~assets ~~business day following the commencement~~ of ~~the Offer, unless otherwise agreed to in writing by~~ Halozyme and the ~~Company.~~Guarantors ~~The expiration date may be extended:~~ (i)including ~~if, as of~~ the ~~then-scheduled expiration date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the~~ Company) orare ~~any~~pledged ~~third~~as ~~party),~~collateral ~~extend~~under the ~~Offer~~Facility ~~on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied;~~ (~~ii)~~subject ~~Purchaser will extend the Offer from time~~ to ~~time~~customary ~~for:~~exceptions ~~(A)~~and ~~any~~excluding ~~period~~real ~~required~~property ~~by any applicable securities law, rule, regulation or other legal requirement, any interpretation or position of the Securities~~ and ~~Exchange~~intellectual ~~Commission (the “SEC”~~property), ~~the~~pursuant ~~staff thereof or Nasdaq applicable~~ to the ~~Offer;~~terms ~~and~~set ~~(B)~~forth ~~periods~~in ~~of up to ten business days per extension, until~~ the ~~Regulatory~~Security ~~Condition~~Agreement (as defined in the ~~Merger~~Credit Agreement) ~~has been satisfied;~~ and ~~(iii)~~Pledge ifAgreement, aseach ofdated ~~the~~as ~~then-scheduled expiration date, any Offer Condition is not satisfied and has not been waived, Purchaser will, at the request~~ of ~~the Company~~May 24, ~~extend the Offer on one or more occasions for an additional period of up to ten business days per extension~~2022, toand ~~permit~~each ~~such~~executed ~~Offer~~in ~~Condition~~favor ~~to be satisfied. In no event will Purchaser: (1) be required to extend the Offer beyond the earlier to occur~~ of ~~(x)~~ the ~~valid~~administrative ~~termination~~agent ofby ~~the~~Halozyme ~~Merger Agreement in accordance with its terms~~ and ~~(y)~~ the ~~first~~Guarantors. ~~business~~Following ~~day immediately following~~ the ~~“End Date” which is the date that is six months from the date of entering into the Merger Agreement~~Closing, ~~(such~~borrowings ~~earlier~~under ~~occurrence,~~ the ~~“Extension~~Revolving ~~Deadline”);~~Credit orFacility ~~(2)~~are ~~be permitted~~ to ~~extend~~be ~~the~~used ~~Offer~~by ~~beyond~~Halozyme ~~the Extension Deadline without the prior written consent of the Company. Purchaser will not terminate the Offer prior~~ to ~~any~~provide ~~scheduled~~financing ~~Expiration~~for ~~Date~~working ~~without~~capital ~~the~~and ~~prior~~other ~~written~~general ~~consent~~corporate ~~of the Company~~purposes, ~~except~~including inpotential ~~the event that the Merger Agreement is validly terminated in accordance with its terms~~acquisitions.

~~Following~~Borrowings ~~the~~under ~~completion of~~ the ~~Offer~~Facility ~~and~~bear ~~subject~~interest, toat ~~the~~Halozyme’s ~~satisfaction~~option, orat ~~waiver~~a ofrate ~~certain~~equal ~~conditions~~to ~~set~~an ~~forth~~applicable inmargin ~~the~~plus: ~~Merger Agreement, Purchaser will merge with and into~~ (a) the ~~Company,~~applicable ~~with~~Term ~~the~~SOFR ~~Company~~(as ~~continuing~~defined asin the ~~surviving~~Credit ~~corporation~~Agreement) ~~and~~rate as(which includes a ~~wholly~~SOFR ~~owned~~adjustment ~~subsidiary~~ of ~~Halozyme~~0.10%), ~~(the~~or ~~“Merger”~~(b). a ~~The~~base ~~Company,~~rate ~~Halozyme~~determined ~~and~~by ~~Purchaser~~reference ~~will~~to ~~effect~~ the ~~Merger~~highest ~~after consummation~~ of ~~the Offer pursuant to Section 251~~(h1) of the ~~DGCL.~~federal Atfunds ~~the~~ effective ~~time~~rate ofplus ~~the~~0.50%, ~~Merger~~ (~~the “Effective Time”~~2), the ~~Shares~~Bank ~~then~~of ~~outstanding~~America ~~(other~~prime ~~than~~rate, ~~Shares~~ (13) ~~held by~~ the ~~Company~~Term ~~(or~~SOFR inrate ~~the~~for ~~Company’s~~an ~~treasury),~~interest ~~Halozyme~~period orof ~~any~~one ~~direct~~month orplus ~~indirect~~1.10%, ~~wholly owned~~and ~~subsidiary of Halozyme~~ (~~other than Purchaser~~4), or1.00%. byThe ~~stockholders~~margin offor the ~~Company~~Facility ~~who~~ranges, ~~have~~based ~~properly~~on ~~exercised~~Halozyme’s ~~and~~consolidated ~~perfected~~total ~~their~~net ~~statutory~~leverage ~~rights of appraisal under Delaware law~~ratio, orfrom ~~(2)~~0.25% ~~irrevocably~~to ~~accepted~~1.25% ~~for purchase~~ in the ~~Offer)~~case ~~will each~~of bebase ~~converted~~rate ~~into~~loans ~~the~~and ~~right~~from 1.25% to ~~receive~~2.25% ~~an amount~~ in ~~cash equal to~~ the ~~Offer~~case ~~Price (the “Merger Consideration”), without interest and subject to any withholding~~ of ~~taxes~~Term ~~required~~SOFR byrate ~~applicable legal requirements~~loans.

~~Each~~The terms of the ~~Company’s~~Facility ~~stock~~include ~~options~~certain ~~(the~~affirmative ~~“Company~~and ~~Options”)~~negative ~~that~~covenants ~~is outstanding~~ as ofset ~~immediately~~forth ~~prior~~in to the ~~Effective~~Credit ~~Time~~Agreement, ~~will~~that, toamong ~~the~~other ~~extent unvested~~things, ~~accelerate~~may ~~and~~restrict ~~become~~Halozyme’s ~~fully~~ability ~~vested~~to: ~~and~~create ~~exercisable~~liens ~~effective~~on ~~prior~~assets; toincur ~~the~~additional ~~Effective~~indebtedness; ~~Time.~~make ~~Each~~investments; ~~Company~~make ~~Option~~acquisitions ~~that is outstanding~~ and ~~unexercised~~other asfundamental ofchanges; ~~immediately~~and ~~prior~~sell toand ~~the~~dispose ~~Effective~~of ~~Time~~property ~~will~~or beassets. ~~cancelled~~The ~~and~~Credit ~~converted~~Agreement ~~into~~also ~~the~~includes ~~right~~financial tocovenants ~~receive~~requiring ~~cash~~Halozyme ~~in an amount equal~~ to ~~the~~maintain, ~~total~~measured ~~number~~as of ~~Shares subject to~~ the ~~Company~~end ~~Option~~of ~~immediately~~each ~~prior~~fiscal toquarter, ~~the Effective~~a ~~Time~~maximum ~~multiplied~~consolidated bynet ~~the~~leverage ~~excess~~ratio ~~(if any)~~ of ~~the~~4.75 ~~Merger~~to ~~Consideration~~1.00 ~~over~~initially, ~~the~~which ~~exercise~~declines ~~price~~to ~~payable~~4.00 ~~per~~to ~~Share under such Company Option~~1. ~~Each~~00 ~~restricted~~over ~~stock~~the ~~unit~~term ~~award granted pursuant to any~~ of the ~~Company~~Facility, ~~equity plans or otherwise (“Company RSUs”)~~ and ~~each~~a ~~performance~~minimum ~~restricted~~consolidated ~~stock~~interest ~~unit~~coverage ~~award~~ratio ~~granted~~of ~~pursuant~~3.00 to ~~any~~1.00. ofIf ~~the~~Halozyme ~~Company~~consummates ~~equity~~a ~~plans~~material oracquisition ~~otherwise~~the ~~(“Company~~consolidated ~~PSUs”) that~~net isleverage ~~outstanding~~ratio ~~immediately~~covenant ~~prior to the Effective Time~~ will be ~~cancelled~~increased atby ~~the~~0.50 ~~Effective~~to ~~Time~~1.00 ~~and~~(to ~~converted~~a ~~into~~level ~~the~~not ~~right~~ to ~~receive~~exceed ~~cash~~4.75 ~~in an amount equal~~ to ~~the~~1.00) ~~number~~for ofa ~~Shares~~period ~~issuable in settlement~~ of ~~the~~three ~~Company~~fiscal ~~RSU~~quarters orfollowing ~~Company~~such ~~PSU~~material ~~(in the~~acquisition. ~~case~~The ofCredit ~~Company~~Agreement ~~PSUs~~also atcontains ~~the~~customary ~~target~~representations ~~level~~and ofwarranties ~~performance)~~and ~~immediately~~events ~~prior to the Effective Time multiplied by the Merger Consideration for each Share issuable in settlement~~ of ~~such Company RSU or Company PSU~~default.

~~Representations~~The Term Facility requires quarterly scheduled repayments of the term loans in each of the first, ~~Warranties~~second, third and ~~Covenants~~fourth years following the Closing in annual amounts equal to 2.50%, 5.00%, 7.50% and 10.00% of the initial principal amount of the term loans, respectively. The term loans are also subject to mandatory prepayments from the proceeds of certain asset sales, subject to Halozyme’s right to reinvest the proceeds thereof.

The ~~Merger~~foregoing ~~Agreement~~is ~~includes representations, warranties and covenants of the parties customary for~~ a ~~transaction~~summary ofdescription ~~this nature. From the date~~ of ~~the Merger~~certain ~~Agreement~~terms ~~until the earlier~~ of the ~~Effective~~Facility ~~Time~~ and ~~the~~does ~~termination~~not ofpurport ~~the Merger Agreement, the Company has agreed, subject~~ to ~~certain~~be ~~exceptions~~complete, toand ~~conduct~~it ~~its~~is ~~business~~qualified in ~~all~~its ~~material~~entirety ~~respects~~by inreference ~~the ordinary course and has agreed~~ to ~~certain~~ ~~other~~the ~~operating~~full ~~covenants,~~text asof ~~set forth in~~ the ~~Merger~~Credit Agreement., ~~The~~which ~~Company~~is ~~has~~filed ~~also~~as ~~agreed~~Exhibit ~~not~~10.1 to ~~directly~~the ~~or indirectly solicit or encourage discussions or negotiations with any third party regarding alternative acquisition proposals.~~

~~Termination~~ Current Report on Form 8-K filed with the SEC by Halozyme on May 24, 2022 and the Security Agreement, which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Halozyme on May 24, 2022, each of which is incorporated herein by reference.

~~The~~Item 1.02 ~~Merger~~Termination ~~Agreement also contains termination provisions for both the Company and Halozyme and provides that, upon termination~~ of ~~the~~Material ~~Merger~~Definitive Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offer, the Company will be required to pay a termination fee of $33,000,000 (the “Termination Fee”). A superior offer includes a bona fide written proposal, pursuant to which, if consummated, a third party would acquire, directly or indirectly, more than 50% of the outstanding Shares or 50% of the assets of the Company, that the board of directors of the Company determines in its good faith judgment (after consultation with outside legal counsel and its financial advisors) is reasonably likely to be completed on the terms proposed and, taking into account relevant factors, including legal, regulatory, financial, financing aspects (including certainty of the consummation of the transactions), if consummated, would be more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the terms of the Offer and the Merger.

~~Any~~In ~~termination of the Merger Agreement by the Company in~~ connection with ~~a superior offer is subject to certain conditions, including~~ the ~~Company’s~~ ~~compliance~~consummation ~~with~~of ~~certain procedures set forth in~~ the Merger, ~~Agreement~~on ~~and~~May 24, a2022, ~~determination in good faith by~~ the Company’s ~~board~~repaid ofin ~~directors~~full ~~(after~~all ~~consultation~~amounts ~~with~~outstanding ~~outside legal counsel~~ and terminated its ~~financial~~Credit ~~advisors)~~Agreement, ~~that~~dated ~~such~~as ~~termination would~~of beNovember 1, ~~reasonably likely to be inconsistent with their fiduciary duties to the Company’s stockholders under applicable law~~2021, ~~payment of the Termination Fee~~ by ~~the Company~~ and ~~the~~among ~~concurrent execution of a definitive agreement between~~ the Company ~~and such third party. In addition~~, ~~either~~ the ~~Company~~Lenders orreferred ~~Halozyme may terminate the Merger Agreement if the Purchaser has not accepted the Shares validly tendered pursuant~~ to ~~the~~therein ~~Offer~~and ~~for~~Wells ~~payment~~Fargo ~~on or prior to 5:00 p.m.~~Bank, ~~Eastern~~National ~~Time~~Association, onas ~~the End~~administrative ~~Date~~agent.

~~Additional~~Item 2.01 ~~Information~~Completion of Acquisition or Disposition of Assets.

The ~~foregoing~~disclosures ~~description~~under of the ~~Merger~~Introductory ~~Agreement~~Note ~~is not complete~~ and isItem ~~qualified in its entirety by reference to the Merger Agreement which is attached as Exhibit 2~~3.101 toare ~~this Current Report on Form 8-K and~~ incorporated herein by reference ~~herein~~.

~~The Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~Item 2.04 ~~They~~Triggering ~~are~~Events ~~not~~That ~~intended~~Accelerate to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement (which are qualified by information in confidential disclosure schedules delivered by the Company to Halozyme in connection with the signing) were or ~~will~~Increase be made only as of specified dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to the Merger Agreement, and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a ~~contractual~~Direct ~~standard~~Financial ofObligation materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or ~~circumstances~~an ~~described~~Obligation ~~therein.~~under ~~Information~~an ~~concerning~~Off-Balance ~~the~~Sheet subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the applicable parties’ public disclosuresArrangement.

~~Notice~~The todisclosures ~~Investors~~under the Introductory Note and ~~Security~~Item ~~Holders~~1.02 are incorporated herein by reference.

~~The tender offer referred to in this Current Report on Form 8-K has not yet commenced~~Item 3.01 ~~The~~Notice ~~description contained in this Current Report on Form 8-K is neither an offer to purchase nor a solicitation~~ of anDelisting ~~offer~~or toFailure ~~sell any securities, nor is it a substitute for the tender offer materials that Halozyme and its acquisition subsidiary will file with the SEC. The solicitation and offer~~ to ~~buy~~Satisfy Shares of the Company will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Halozyme and its acquisition subsidiary will file a ~~tender~~Continued ~~offer~~Listing ~~statement~~Rule on Schedule TO and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal, the solicitation/recommendation statement and certain other tender offer documents will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Halozyme or ~~the~~Standard; ~~Company.~~Transfer ~~Copies~~ of ~~the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at https://www~~Listing.~~antarespharma.com/investors/sec-filings~~ or by contacting the Company’s investor relations contact at +1 609-359-3016. Copies of the documents filed with the SEC by Halozyme will be available free of charge on Halozyme’s internet website at https://ir.halozyme.com or by contacting Halozyme’s Investor Relations Department at ir@halozyme.com.

In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents to be filed by Halozyme, as well as the solicitation/recommendation statement to be filed by the Company, the Company will also file annual, quarterly and current reports with the SEC. The ~~Company’s~~disclosures ~~filings~~under ~~with~~ the ~~SEC~~Introductory Note are ~~available~~incorporated toherein ~~the public from commercial document-retrieval services and at the website maintained~~ by ~~the SEC at www~~reference.~~sec.gov.~~

~~Forward~~On ~~Looking~~May 24, ~~Statements~~2022, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on May 24, 2022 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The information contained in this Current Report on Form 8-K is as of April 13, 2022~~Item 3.03 ~~The~~Material ~~Company~~Modification ~~assumes no obligation~~ to ~~update~~Rights ~~forward-looking statements contained in this Current Report on Form 8-K as the result~~ of ~~new~~Security ~~information or future events or developments, except as may be required by law~~Holders.

~~This~~The ~~Current~~disclosures ~~Report~~under ~~on Form 8-K contains forward-looking information related to~~ the ~~Company~~Introductory ~~and~~Note, ~~the~~Item ~~proposed acquisition of the Company that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements~~3. ~~Forward-looking statements in this Current Report on Form 8-K include~~01, ~~among~~Item ~~other~~5.01 ~~things, statements about the potential benefits of the proposed acquisition; the parties’ ability to satisfy the conditions to the consummation of the tender offer~~ and ~~the~~Item ~~other~~5.03 ~~conditions~~are toincorporated ~~the~~herein ~~consummation~~by of the acquisition; statements about the expected timetable for completing the transaction; the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, the Company’s products and partnered products and the anticipated timing of closing of the proposed acquisitionreference.

~~Risks~~Item 5.01 ~~and~~Changes uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory clearance) in ~~the~~Control ~~anticipated timeframe or at all; uncertainties as to how many~~ of the Company’s stockholders will tender their shares of the Company’s common stock in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to the timing (including possible delays) and receipt of clearance or expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; the uncertainty regarding the ongoing COVID-19 pandemic, including new strains of the virus, and the mitigation measures and other restrictions implemented in response to the same and the impact on demand for the Company’s products, new patients and prescriptions, future revenue, product supply, clinical trials, and the Company’s overall business; risks related to the commercial launch, market acceptance, payor coverage and future prescriptions and revenue for TLANDO™; actions by the FDA and other regulatory agencies with respect to the Company’s or its partners’ products or product candidates; uncertainties related to the timing and results of the Company’s or its partners’ research projects or clinical trials of product candidates in development; uncertainties as to the commercial success of the Company’s products or partner products and growth in product, development, licensing and royalty revenue and uncertainties as to the Company’s ability to obtain financial and other resources for its research, development, clinical, and commercial activitiesRegistrant.

~~Further~~The ~~descriptions~~disclosures ofunder ~~risks and uncertainties relating to~~ the ~~Company~~Introductory ~~can be found in the Company’s Registration Statement on Form S-1~~Note, asItem ~~amended~~3.01, ~~Annual Report~~Item on5.02 ~~Form 10-K for the year ended December 31, 2021,~~ and ~~subsequent~~Item ~~Current~~5.03 ~~Reports on Form 8-K, all of which~~ are ~~filed~~incorporated ~~with~~herein ~~the~~by ~~SEC and available at www~~reference.~~sec.gov~~ ~~and www.antarespharma.com/investors/sec-filing.~~

~~These~~As ~~forward-looking~~a ~~statements~~result ~~are~~of ~~based~~the onconsummation ~~numerous~~of ~~assumptions~~the Offer and ~~assessments made by~~ the ~~Company~~Merger inpursuant ~~light~~to ofSection 251(h) ~~its experience and perception~~ of ~~historical~~ ~~trends,~~the ~~current conditions~~DGCL, ~~business~~on ~~strategies~~May 24, ~~operating environment~~2022, ~~future~~there ~~developments~~was ~~and~~a ~~other~~change ~~factors~~in itcontrol ~~believes~~of ~~are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in~~ the ~~future~~Company. ~~Although~~At ~~it is believed that~~ the ~~expectations~~Effective ~~reflected~~Time, in the ~~forward-looking~~Company ~~statements~~became ina ~~this Current Report on Form 8~~wholly-Kowned ~~are~~subsidiary reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of ~~this Current Report on Form 8-K~~Halozyme.

Item 5.~~03 Amendments~~02 toDeparture ~~Articles~~ of ~~Incorporation~~Directors or ~~By-laws~~Certain Officers; ~~Change~~Election inof ~~Fiscal~~Directors; ~~Year~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnPursuant ~~April 12, 2022, the board of directors of the Company adopted an amendment~~ to the ~~Company’s~~Merger ~~existing~~Agreement, ~~Amended~~effective ~~and~~as ~~Restated~~of ~~By-laws (~~the ~~“By-laws”)~~Effective byTime, ~~adding~~Leonard aS. ~~new~~Jacob, ~~Section~~M.D., 7Ph.1D., ~~containing~~Thomas aJ. ~~forum~~Garrity, ~~selection~~Peter ~~provision (the “Amendment”)~~S. ~~Generally~~Greenleaf, ~~the Amendment provides that unless the Company consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”)~~Anton Gueth, ~~the~~Robert ~~Court~~P. ofRoche ~~Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company~~Jr., ~~(ii)~~Karen ~~any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director~~Smith, ~~officer~~M.D., ~~stockholder~~Ph.D., ~~employee~~Carmen orB. ~~agent of the Company to the Company or the Company’s stockholders~~Volkart, ~~(iii)~~and ~~any~~Robert ~~action~~F. ~~asserting~~Apple aeach ~~claim~~ceased ~~against~~to ~~the~~be ~~Company~~directors ~~or any current or former director, officer, stockholder, employee or agent~~ of the Company ~~arising~~and ~~out~~members of ~~or relating to~~ any ~~provision~~committee of the ~~DGCL or the~~ Company’s ~~Certificate~~ board of ~~Incorporation~~directors. orThese ~~By-laws~~departures ~~(each,~~were asnot ina ~~effect~~result ~~from~~of ~~time to time), or (iv)~~ any ~~action~~disagreement ~~asserting~~between athe ~~claim~~Company ~~against~~and the ~~Company~~directors oron any ~~current~~matter orrelating ~~former~~to ~~director, officer, stockholder, employee or agent of~~ the Company’s ~~governed~~operations, bypolicies ~~the internal~~or ~~affairs doctrine of the State of Delaware~~practices.

~~This~~Pursuant ~~summary~~to isthe ~~qualified~~Merger inAgreement, ~~its~~effective ~~entirety~~as byof ~~reference to~~ the ~~Amendment~~Effective toTime, ~~the~~Robert ~~By-laws~~F. Apple, ~~dated~~Fred ~~April~~M. 12Powell, ~~2022~~Peter J. Graham, Esq. and ~~filed~~Peter asC. ~~Exhibit~~Richardson, 3M.1D. ~~hereto~~each ~~and incorporated~~ceased byto ~~reference~~be ~~herein~~officers of the Company.

Further, pursuant to the Merger Agreement and effective immediately after the Effective Time, each of Helen Torley, M.B. Ch.B., M.R.C.P., and Nicole LaBrosse became the officers and directors of the Surviving Corporation. Information regarding the new directors and officers of the Surviving Corporation has been previously disclosed in the Tender Offer Statement on Schedule TO filed by Halozyme and Purchaser with the SEC on April 26, 2022 (together with the exhibits and annexes thereto and as amended or supplemented from time to time), which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, effective as of the Effective Time, the Company’s amended and restated by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated By-Laws”).

Copies of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

On(d) ~~April~~Exhibits 13, 2022, Halozyme and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Exhibit Number	Description
ExhibitNumber		Description
2.1	Agreement and Plan of Merger, dated as of April 12, 2022, by and among Halozyme Therapeutics, Inc., Atlas Merger Sub, Inc., and Antares Pharma, Inc.*	Agreement and Plan of Merger, dated April 12, 2022, by and among Halozyme, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2022).*
3.1	~~Amendment to the Company’s Amended and Restated By-laws, dated April 12, 2022~~	Amended and Restated Certificate of Incorporation of the Surviving Corporation, dated May 24, 2022.
99.1	Joint Press Release by Antares Pharma, Inc. and Halozyme Therapeutics, Inc., dated April 13, 2022
3.2		Second Amended and Restated By-Laws of the Surviving Corporation, dated May 24, 2022.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)
10.1		Credit Agreement, dated as of May 24, 2022, by and among Halozyme Therapeutics, Inc., the Guarantors, Bank of America N.A. and each of those additional Lenders that are a party to such agreement (incorporated by reference to Exhibit 10.1 to Halozyme’s Current Report on Form 8-K (File No. 001-32335) filed with the SEC on May 24, 2022).
10.2		Security Agreement, dated as of May 24, 2022, by and among Halozyme Therapeutics, Inc., the Guarantors and Bank of America N.A (incorporated by reference to Exhibit 10.2 to Halozyme’s Current Report on Form 8-K (File No. 001-32335) filed with the SEC on May 24, 2022).
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(ab)(52) of Regulation S-K. The ~~Company~~registrant ~~agrees~~will to furnish ~~supplementally~~copies ~~a copy~~ of any ~~omitted~~such ~~schedule~~schedules to the ~~SEC~~U.S. Securities and Exchange Commission upon request.

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.

Antares Pharma, Inc. By: /s/ ~~Fred~~Nicole M.LaBrosse ~~Powell~~Nicole ~~Fred~~LaBrosse ~~M. Powell Executive Vice President and Chief Financial Officer~~Secretary

Dated: ~~April 13~~May 24, 2022

Filing Compare · ANTARES PHARMA, INC.