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

On February 23, 2023, the Board of Directors (the "Board") of Amphastar Pharmaceuticals, Inc. (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws were amended and restated, among other things, to:

revise the procedures and requirements for the nomination of directors and the

submission of proposals by stockholders for consideration at meetings of

? stockholders, including, among other items, by adding a requirement that a

stockholder seeking to nominate director(s) at a meeting deliver to the Company

reasonable evidence that it has complied with the requirements of Rule 14a-19

of the Exchange Act no later than five business days before the meeting;

revise certain additional procedures related to stockholder meetings to conform

to the provisions of the Delaware General Corporation Law (the "DGCL"),

? including but not limited to provisions relating to delivery of notices of

stockholder meetings, quorum, communications regarding adjourned stockholder

meetings, conduct of business at meetings, and the preparation of the

stockholder list in connection with stockholder meetings;

update various provisions regarding directors, Board committees, and officers,

including but not limited to requirements for action by written consent of the

? Board, indemnification, officer authority, and provisions regarding the

purchase and maintenance of insurance on behalf of directors, officers,

employees or agents;

? adopt a forum selection provision with respect to claims under the Securities

Act of 1933, as amended; and

? make various updates throughout to conform to current Delaware law and to make

ministerial changes, clarifications, and other conforming revisions.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits



Exhibit
  No.                                       Description

3.1           Amended and Restated Bylaws of Amphastar Pharmaceuticals, Inc  .

104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

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