UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from ______ to ______

Commission file number 001-32302

ANTARES PHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		41-1350192
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

100 Princeton South, Suite 300, Ewing, NJ		08628
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 359-3020

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

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐
Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2021, was $739.4 million based on the closing price of $4.36 per share on June 30, 2021 as reported by the NASDAQ Capital Market.

As of March 31, 2022, there were 170,579,682 shares of common stock outstanding.

ANTARES PHARMA, INC.

Annual Report on Form 10-K/A

For the Year Ended December 31, 2021

TABLE OF CONTENTS

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	5
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accounting Fees and Services	38

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	39
	Signatures	42

Name	Age	Class	Term Expiry

Robert F. Apple	56	III	2022 Annual Meeting of Stockholders
Karen L. Smith, M.D., Ph.D.	54	III	2022 Annual Meeting of Stockholders
Thomas J. Garrity.	73	III	2022 Annual Meeting of Stockholders
Leonard S. Jacob, M.D., Ph.D.	72	I	2023 Annual Meeting of Stockholders
Peter S. Greenleaf	51	I	2023 Annual Meeting of Stockholders
Anton G. Gueth	65	II	2024 Annual Meeting of Stockholders
Robert P. Roche, Jr.	66	II	2024 Annual Meeting of Stockholders
Carmen B. Volkart	61	II	2024 Annual Meeting of Stockholders

Name	Age	Position
Robert F. Apple	56	President and Chief Executive Officer

Fred M. Powell	61	Executive Vice President, Chief Financial Officer

Peter J. Graham	55	Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Peter C. Richardson	62	Executive Vice President, Research and Development and Chief Medical Officer

• Amphastar Pharmaceuticals, Inc.	• Enanta Pharmaceuticals, Inc.
• ANI Pharmaceuticals, Inc.	• Heron Therapeutics, Inc.
• Anika Therapeutics, Inc.	• Intersect ENT, Inc.
• BioDelivery Sciences International, Inc.	• Omeros Corporation
• Cerus Corporation	• Osmotica Pharmaceuticals plc
• Clovis Oncology, Inc.	• Radius Health, Inc.
• CytomX Therapeutics, Inc.	• Travere Therapeutics, Inc
• Eagle Pharmaceuticals, Inc.	• Vanda Pharmaceuticals Inc.

Name	Base Salary for 2019 ($)		Base Salary after Increase in February 2020 (effective 1/1/20) ($)		Base Salary for 2021 (after increase in February 2021) (effective 1/1/21) ($)			Base Salary for 2022 (after increase in February 2022) (effective 1/1/22) ($)
Robert F. Apple		572,000		592,020		609,781			634,172
Fred M. Powell		380,000		406,600		420,018			438,919
Peter J. Graham		395,000		408,825		421,090			437,934
Peter C. Richardson		-		-		400,000	⁽¹⁾		410,560	⁽²⁾

Goal	Weighting	Results	Payout
2021 GAAP Revenue	40%	Reported record revenue of $184 million for the full year which represented a 23% increase over the prior year	41.6%
2021 Proprietary Product Revenue	10%	Reported proprietary product (revenue of $80 million for the full year which represented a 27% increase over the prior year)	7.7%
2021 Adjusted EBITDA	10%	Reported record EBITDA of $69.8 million for the full year	15%

NEO	Metrics	Payout %	Payout $
Robert F. Apple	• Evaluating and implementing human capital and organizational structure, overseeing implementation of key department and overall organizational assessment • Leading organization to convey strategic vision to increase revenue and overall value	100%	$85,369
Fred M. Powell	• Overseeing and coordinating the finance activities related to a financing • Overseeing and managing the Company’s crisis management efforts • Completing a reorganization of the finance leadership team • Overseeing ERP implementation to ensure the Company hits key milestones	90%	$37,802
Peter J. Graham	• Overseeing, managing and leading the organization during the COVID pandemic and ensuring an adequate crisis communication plan is in place • Overseeing and coordinating the legal activities related to a financing • Reviewing and updating the Company’s corporate compliance initiatives • Create a high performing and engaged senior leadership team, including coordinating with HR to conduct a development and training session for senior leadership and the recruiting a senior human resources executive	96%	$40,425

Name	2021 Target Annual Incentive Award ($)	2021 Actual Annual Incentive Payout ($)	Percentage of 2021 Target Annual Incentive Award Actually Paid (%)
Robert F. Apple	426,847	421,042	99
Fred M. Powell	210,009	202,953	97
Peter J. Graham	210,545	205,997	98
Peter C. Richardson⁽¹⁾	136,986	129,387	94

Name	2021 Target Long-term Incentive Award ($)	Target Value in PSUs (20%) ($)	Target Value in RSUs (40%) ($)	Target Value in Stock Options (40%) ($)
Robert F. Apple	2,750,000	550,000	1,100,000	1,100,000
Fred M. Powell	950,000	190,000	380,000	380,000
Peter J. Graham	950,000	190,000	380,000	380,000
Peter C. Richardson	400,000	80,000	160,000	160,000

Named Executive Officer	Minimum Number of Actual Shares That May Be Earned	Target Number of Shares that May Be Earned	Maximum Number of Actual Shares That May Be Earned
Robert F. Apple	49,550	99,099	148,649
Fred M. Powell	17,117	34,234	51,351
Peter J. Graham	17,117	34,234	51,351
Peter C. Richardson	7,207	14,414	21,622

Named Executive Officer	Number of Restricted Stock Units	Number of Stock Options
Robert F. Apple	248,869	474,629
Fred M. Powell	85,973	163,963
Peter J. Graham	85,973	163,963
Peter C. Richardson	36,199	69,037

Name and Principal	Year	Salary ($)	Bonus ($)	Stock Awards($)⁽²⁾	Option Awards($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Robert F. Apple	2021	609,781	-	1,650,000⁽⁶⁾	1,100,000	421,042	14,783	3,795,606
President,	2020	592,020	-	1,650,000⁽⁶⁾	1,100,000	396,843	14,783	3,753,646
Chief Executive Officer	2019	572,000	-	1,651,248⁽⁷⁾	850,300	427,124	14,283	3,514,955

Fred M. Powell	2021	420,018	-	570,000⁽⁸⁾	380,000	202,953	14,783	1,587,754
Executive Vice President,	2020	406,600	-	540,000⁽⁹⁾	360,000	215,010	14,783	1,536,393
Chief Financial Officer	2019	380,000	-	528,403⁽¹⁰⁾	272,096	196,445	14,283	1,391,227

SEC Form 10-K/A filed by Antares Pharma Inc. (Amendment)