Eagle Pharmaceuticals, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-02: Form 8-K; Period of report 2024-12-02; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
- 2024-11-27: Form 8-K; Period of report 2024-11-21; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2024-11-15: Form 8-K; Period of report 2024-11-15; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2024-11-12: Form 8-K; Period of report 2024-11-08; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-12-02 | 8-K | 2024-12-02 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 On December 2, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of October 30, 2024, by and between the Company and Equiniti Trust Company, LLC, as rights agent (as amended, the “Rights Agreement”). | tm2429837d1_8k.htm |
| 2024-11-27 | 8-K | 2024-11-21 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On November 21, 2024, Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), dismissed Ernst & Young LLP (“EY”), the Company’s previous independent registered public accounting firm. | tm2429505d10_8k.htm |
| 2024-11-15 | 8-K | 2024-11-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 15, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) notified The Nasdaq Stock Market, LLC (“Nasdaq”) of its intent to file its own Form 25 (Notification of Removal of Listing) with the U.S. Securities and Exchange Commission (the “SEC”) to complete the previously disclosed process to delist the Company’s common stock, par value $0.001 per share (the “Common Stock”), from the Nasdaq Global Market in advance of Nasdaq’s anticipated filing of a Form 25 with the SEC. | tm2428553d1_8k.htm |
| 2024-11-12 | 8-K | 2024-11-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On November 8, 2024, the Board of Directors (the “Board”) of Eagle Pharmaceuticals, Inc. (the “Company”) appointed Christopher Krawtschuk to serve as the Company’s Chief Financial Officer, and designated Mr. Krawtschuk as its principal financial officer and principal accounting officer, each effective November 11, 2024 (the “Effective Date”). 7.01 On November 12, 2024, the Company issued a press release with respect to Mr. Krawtschuk’s appointment described in Item 5.02 of this Current Report on Form 8-K (“Form 8-K”). 8.01 The number of shares of the Company's common stock, $0.001 par value per share, outstanding as of October 30, 2024 was 13,023,123 shares. | tm2427095d1_8k.htm |
| 2024-10-31 | 8-K | 2024-10-30 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.03 The information appearing above under Item 1.01 above is incorporated herein by reference. 5.03 In connection with the adoption of the Rights Agreement described in Item 1.01 above, the Board approved a Certificate of Designation establishing the Preferred Shares and the rights, preferences and privileges thereof (the “Certificate of Designations”). 7.01 On October 31, 2024, the Company issued a press release announcing the adoption of the Rights Plan. | tm2427095d2_8k.htm |
| 2024-10-02 | 8-K | 2024-09-27 | 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 8.01 Other Events | 2.02 The information appearing below under Item 4.02 is incorporated herein by reference. 3.01 Due to the matters described in Item 4.02 below, on October 1, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) notified the hearings panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company did not anticipate filing its previously anticipated comprehensive Annual Report on Form 10-K for the period ended December 31, 2023, including restated financial information for the period ended June 30, 2023, financial information for the period ended September 30, 2023 and financial statements for the period ended December 31, 2023, a separate Quarterly Report on Form 10-Q for the period ended March 31, 2024, or a separate Quarterly Report on Form 10-Q for the period ended June 30, 2024 by the dates required to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). 4.02 On September 27, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, based on the recommendation of, and after consultation with, the Company’s management, concluded that revenue previously recognized related to a sale of PEMFEXY in the second quarter of 2022 did not meet certain criteria of Financial Accounting Standards Board Accounting Standards Codification Topic 606 – Revenue from Contracts with Customers, when originally recorded. 8.01 The Company has commenced a review process to evaluate a range of potential financing and other alternatives to strengthen its liquidity position and capital structure. | tm2425306d1_8k.htm |
| 2024-08-27 | 8-K | 2024-08-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 1.01 On August 26, 2024 (the “Amendment Date”), Eagle Pharmaceuticals, Inc. (the “Company”), entered into a Limited Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement (the “Fourth Amendment Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”) which amends the terms of the Company’s Third Amended and Restated Credit Agreement, dated as of November 1, 2022 (the “Original Credit Agreement”). 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. 3.01 On August 21, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that pursuant to Nasdaq Listing Rule 5810(d)(2), the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 Form 10-Q”) serves as an additional and separate basis for delisting. 7.01 On August 27, 2024, the Company issued a press release announcing the Company’s receipt of the Notice. | tm2422347d1_8k.htm |
| 2024-08-05 | 8-K | 2024-08-01 | 8.01 Other Events | 8.01 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. | tm2420826d1_8k.htm |
| 2024-07-10 | 8-K | 2024-07-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2419067d1_8k.htm |
| 2024-05-29 | 8-K | 2024-05-28 | 8.01 Other Events | 8.01 On May 28, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) requested a hearing before a hearings panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) following the Company’s previously disclosed receipt of a notice from Nasdaq advising the Company that Nasdaq has initiated a process to delist the Company’s securities from Nasdaq because the Company had not filed with the Securities and Exchange Commission (the “SEC”) its Form 10-Q for the quarter ended September 30, 2023 (the “Q3 2023 Form 10-Q”) and its Form 10-K for the year ended December 31, 2023 by May 13, 2024, and advising that the Company’s failure to timely file its Form 10-Q for the quarter ended March 31, 2024 serves as an additional and separate basis for delisting. | tm2415657d1_8k.htm |
| 2024-05-22 | 8-K | 2024-05-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On May 20, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it has initiated a process to delist the Company’s securities from Nasdaq because the Company had not filed its Form 10-Q for the quarter ended September 30, 2023 (the “Q3 2023 Form 10-Q”) and its Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) by May 13, 2024. 7.01 On May 22, 2024, the Company issued a press release announcing the Company’s receipt of the Notice. | tm2415033d1_8k.htm |
| 2024-05-15 | 8-K | 2024-05-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 14, 2024 (the “Amendment Date”), Eagle Pharmaceuticals, Inc. (the “Company”), entered into a Third Amendment to Third Amended and Restated Credit Agreement (the “Third Amendment Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”), with an effective date of May 13, 2024, which amends the terms of (i) the Company’s Third Amended and Restated Credit Agreement, dated as of November 1, 2022 (as amended by the First Amendment Agreement (defined below), the “Original Credit Agreement”) and (ii) the Limited Waiver and First Amendment to Third Amended and Restated Credit Agreement, dated as of January 12, 2024 (as amended by the Second Amendment Agreement (defined below), the “First Amendment Agreement”). | tm2414362d1_8k.htm |
| 2024-04-12 | 8-K | 2024-04-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On April 8, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC. 7.01 On April 12, 2024, the Company issued a press release announcing the Company’s receipt of the Notice. | tm2411717d1_8k.htm |
| 2024-03-08 | 8-K | 2024-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 8, 2024, Brian Cahill resigned from his position as Chief Financial Officer of Eagle Pharmaceuticals, Inc. (the “Company”), effective immediately. | tm248308d1_8k.htm |
| 2024-03-01 | 8-K | 2024-02-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 29, 2024 (the “Amendment Date”), Eagle Pharmaceuticals, Inc. (the “Company”), entered into a Second Amendment to Third Amended and Restated Credit Agreement (the “Second Amendment Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”), which amends the terms of (i) the Company’s Third Amended and Restated Credit Agreement, dated as of November 1, 2022 (the “Original Credit Agreement”) and (ii) the Limited Waiver and First Amendment to Third Amended and Restated Credit Agreement, dated as of January 12, 2024 (the “First Amendment Agreement”). | tm247692d1_8k.htm |
| 2024-02-29 | 8-K | 2024-02-28 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On February 28, 2024, the Board of Directors of Eagle Pharmaceuticals, Inc. (the “Company”) approved a plan designed to improve operational efficiencies and realign the Company’s sales and marketing expenditures (the “Realignment Plan”). | tm247572d1_8k.htm |
| 2024-02-13 | 8-K | 2024-02-08 | 8.01 Other Events | 8.01 As previously disclosed on November 29, 2023, Eagle Pharmaceuticals, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC. | tm245957d1_8k.htm |
| 2024-01-18 | 8-K | 2024-01-18 | 7.01 Regulation FD Disclosure | 7.01 On January 18, 2024, Eagle Pharmaceuticals, Inc. (the “Company”) issued a press release announcing an update on its bendamustine intellectual property portfolio. | tm243568d1_8k.htm |
| 2024-01-16 | 8-K | 2024-01-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 12, 2024 (the “Amendment Date”), Eagle Pharmaceuticals, Inc. (the “Company”), entered into a Limited Waiver and First Amendment to Third Amended and Restated Credit Agreement (the “Amendment Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”), which (i) provides a waiver of previously disclosed defaults and events of default that occurred and were continuing under the Company’s Third Amended and Restated Credit Agreement, dated as of November 1, 2022 (the “Credit Agreement”) and (ii) amends the Credit Agreement (the Credit Agreement as amended by the Amendment Agreement, the “Amended Credit Agreement”). | tm2333254d2_8k.htm |