false
0000827871
0000827871
2024-08-01
2024-08-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): August 1, 2024
Eagle
Pharmaceuticals, Inc.
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
001-36306 |
20-8179278 |
(State
or Other Jurisdiction |
(Commission |
(IRS Employer |
of Incorporation) |
File Number) |
Identification No.) |
50
Tice Boulevard, Suite 315
Woodcliff Lake, NJ |
|
07677 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (201) 326-5300
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:
¨ 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))
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 $0.001 per share |
|
EGRX |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item 8.01 Other Events.
On August 1, 2024, Eagle Pharmaceuticals, Inc.
(the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that following the Company’s
previously disclosed hearing before the Nasdaq Hearings Panel (the “Panel”) on July 11, 2024, the Panel has granted
the Company’s request for continued listing on Nasdaq, subject to the following: (1) on or before September 30, 2024
(the “First Compliance Date”), the Company will have filed a Report on Form 10-K for the period ended December 31,
2023 (the “2023 Annual Report”), (2) on or before October 31, 2024
(the “Second Compliance Date” and, together with the First Compliance Date, the “Compliance Dates”), the Company
will have filed a Report on Form 10-Q for the period ended March 31, 2024 (the “Q1
2024 Form 10-Q”) and the period ended June 30, 2024 (the “Q2 2024 Form 10-Q”), and (3) on
or before the Second Compliance Date, the Company will have demonstrated compliance with all applicable continued listing requirements
of Nasdaq.
As previously disclosed, on May 20, 2024, the
Company received a notice from the Listing Qualifications Department of Nasdaq advising the Company that it had initiated a process to
delist the Company’s securities from Nasdaq following the Company’s failure to timely file with the SEC
its Form 10-Q for the quarter ended September 30, 2023 (the “Q3 2023 Form 10-Q”), its 2023 Annual Report,
and its Q1 2024 Form 10-Q. The Panel granted a stay of the suspension of the Company’s securities subject to the Panel’s
final determination regarding the Company’s listing status. In addition, the Company does not expect to timely complete
the preparation and filing of its Q2 2024 Form 10-Q and expects to file a Form 12b-25, Notification of Late Filing, with the
SEC related thereto (the Q3 2023 Form 10-Q, the 2023 Annual Report, the Q1 2024 Form 10-Q
and the Q2 2024 Form 10-Q, the “Delayed Reports”).
The Company
is working to prepare and file the Delayed Reports with the SEC by the applicable Compliance Dates to enable the Company to regain
compliance with Nasdaq listing standards. In this regard, the Company is planning to file with
the SEC a comprehensive Form 10-K, including restated financial statements for the period ended June 30, 2023, financial statements
for the period ended September 30, 2023 and financial statements for the period ended December 31, 2023 by the First Compliance
Date, and separate Form 10-Q filings for each of the periods ended March 31, 2024 and June 30, 2024 by the Second Compliance
Date.
There can be no assurance that the Company will
be able to prepare and file such reports on or before the applicable Compliance Dates or that the Company will
be able to regain compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) or maintain
compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules or that the Company will be able
to continue its listing on Nasdaq. The Panel reserves the right to reconsider the terms of its decision based on any event, condition
or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities
on the Exchange inadvisable or unwarranted. In addition, the Nasdaq Listing and Hearing Review Council could determine to review the
Panel’s decision within 45 calendar days after issuance of such decision, and may affirm, modify, reverse, dismiss or remand the
decision to the Panel.
See the Company’s Current Reports on Form
8-K filed on May 22, 2024 and May 29, 2024, each of which is incorporated herein by reference, for further information regarding the
notice from Nasdaq.
Forward-Looking Statements
This current report on Form 8-K contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and
other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,”
“forward,” “will,” “would,” “could,” “may,” “intend,” “remain,”
“regain,” “maintain,” “potential,” “prepare,” “expected,” “believe,”
“plan,” “seek,” “continue,” “estimate,” and similar expressions are intended to identify
forward-looking statements. These statements include, but are not limited to, statements with respect to: the expected restatement of
financial statements, the time and effort required to complete the Company’s financial statements, expectations with respect to
filings with the SEC and the timing and content thereof, expectations with respect to the Company’s Nasdaq listing and matters related
thereto, and the Company’s ability to regain or maintain compliance with the Nasdaq Listing Rules or continue its listing
on Nasdaq. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally
beyond the Company’s control, that could cause actual results to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. Such risks and uncertainties include, but are not limited to: the completion of the
review and preparation of the Company’s financial statements and internal control over financial reporting and disclosure controls
and procedures and the timing thereof; the discovery of additional information; further delays in the Company’s financial reporting,
including as a result of unanticipated factors; the Company’s ability to obtain further amendments or waivers under its credit
agreement and comply with its obligations thereunder; the possibility that the Company will be unable to regain compliance with, or
thereafter continue to comply with, the Nasdaq Listing Rules, or experience violations of additional Nasdaq Listing Rules; the possibility
that Nasdaq may suspend and delist the Company’s securities; the possibility that the Panel could reconsider the terms of its decision
and that Nasdaq Listing and Hearing Review Council could determine to review the Panel’s decision and affirm, modify, reverse,
dismiss or remand the decision to the Panel; the Company’s ability to remediate material weaknesses in its internal control over
financial reporting; the Company’s ability to recruit and hire a new Chief Executive Officer and new Chief Financial Officer; the
ability of the Company to realize the anticipated benefits of its plan designed to improve operational efficiencies and realign its sales
and marketing expenditures and the potential impacts thereof; the impacts of the post- COVID-19 environment and geopolitical factors
such as the conflicts between Russia and Ukraine and Hamas and Israel; delay in or failure to obtain regulatory approval of the Company’s
or its partners’ product candidates and successful compliance with Federal Drug Administration, European Medicines Agency and other
governmental regulations applicable to product approvals; changes in the regulatory environment; the uncertainties and timing of the
regulatory approval process; whether the Company can successfully market and commercialize its products; the success of the Company's
relationships with its partners; the outcome of litigation; the strength and enforceability of the Company’s intellectual property
rights or the rights of third parties; competition from other pharmaceutical and biotechnology companies and competition from generic
entrants into the market; unexpected safety or efficacy data observed during clinical trials; clinical trial site activation or enrollment
rates that are lower than expected; the risks inherent in drug development and in conducting clinical trials; risks inherent in estimates
or judgments relating to the Company’s critical accounting policies, or any of the Company’s estimates or projections, which
may prove to be inaccurate; unanticipated factors in addition to the foregoing that may impact the Company’s financial and business
projections and may cause the Company’s actual results and outcomes to materially differ from its estimates and projections; and
those risks and uncertainties identified in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the SEC on March 23, 2023, the Company’s Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2023, filed with the SEC on May 9, 2023, and for the quarter ended June 30, 2023, filed
with the SEC on August 8, 2023, and its subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements. All forward-looking statements contained in this current report on Form 8-K speak only as of the date
on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect
events that occur or circumstances that exist after the date on which they were made.
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.
Date: August 5, 2024 |
|
|
EAGLE PHARMACEUTICALS, INC. |
|
|
|
By: |
/s/ Michael Graves |
|
|
Michael Graves |
|
|
Interim Principal Executive Officer |
v3.24.2.u1
Cover
|
Aug. 01, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 01, 2024
|
Entity File Number |
001-36306
|
Entity Registrant Name |
Eagle
Pharmaceuticals, Inc.
|
Entity Central Index Key |
0000827871
|
Entity Tax Identification Number |
20-8179278
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
50
Tice Boulevard
|
Entity Address, Address Line Two |
Suite 315
|
Entity Address, City or Town |
Woodcliff Lake
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
07677
|
City Area Code |
201
|
Local Phone Number |
326-5300
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
Trading Symbol |
EGRX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Eagle Pharmaceuticals (NASDAQ:EGRX)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Eagle Pharmaceuticals (NASDAQ:EGRX)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024