Eagle Announces Update on Delisting from Nasdaq and SEC Deregistration

Rhea-AI Summary

Eagle Pharmaceuticals (EGRX) has announced its intention to file Form 25 with the SEC to complete its delisting from the Nasdaq Global Market. The company's common stock was suspended from Nasdaq trading on October 3, 2024, due to non-compliance with listing requirements, and has been trading on the OTC Expert Market since October 4, 2024. The Form 25 filing, expected on or after November 25, 2024, will finalize the delisting process and deregister the stock under Section 12(b) of the Securities Exchange Act, reducing SEC reporting obligations.

Positive

• None.

Negative

• Delisting from Nasdaq Global Market due to non-compliance with listing requirements
• Downgrade to OTC Expert Market trading
• Reduction in SEC reporting obligations, potentially decreasing transparency for investors

WOODCLIFF LAKE, N.J., Nov. 15, 2024 (GLOBE NEWSWIRE) -- Eagle Pharmaceuticals, Inc. (Nasdaq and OTCMKTS: EGRX) (the “Company” or “Eagle”) today announced that it has 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.

As previously disclosed, the Common Stock was suspended from trading on Nasdaq as of October 3, 2024, pursuant to a final delisting notice sent to the Company by the Listing Qualifications Department of Nasdaq due to the Company’s inability to regain compliance with Nasdaq Listing Rule 5250(c)(1). The Common Stock has been trading on the OTC Expert Market since October 4, 2024 in connection with its suspension from trading on Nasdaq. The Company currently anticipates that it will file its own Form 25 with the SEC on or after November 25, 2024, which would complete the process for delisting its Common Stock from Nasdaq when the Form 25 becomes effective no earlier than ten days thereafter. The Form 25 would also serve to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, effective 90 days thereafter, which would reduce certain SEC reporting obligations.

About Eagle Pharmaceuticals, Inc.

Eagle is a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise. Eagle is committed to developing innovative medicines that result in meaningful improvements in patients’ lives. Eagle’s commercialized products include PEMFEXY®, RYANODEX®, BENDEKA®, BELRAPZO®, TREAKISYM® (Japan), and BYFAVO® and BARHEMSYS® through its wholly owned subsidiary Acacia Pharma Inc. Eagle’s oncology and CNS/metabolic critical care pipeline includes product candidates with the potential to address underserved therapeutic areas across multiple disease states, and the company is focused on developing medicines with the potential to become part of the personalized medicine paradigm in cancer care. Additional information is available on Eagle’s website at www.eagleus.com.

Forward-Looking Statements

This press release 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,” “goal,” “estimate,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements with respect to the Company’s plans with respect to the delisting and deregistration of its Common Stock and the timing thereof. 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, which 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 information 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 resolution with respect to the events of default under its Third Amended and Restated Credit Agreement, as amended; the Company's ability to obtain financing and the timing and potential terms thereof; whether the objectives of the Company’s review of potential financing and other alternatives will be achieved, the terms, structure, benefits and costs of any arrangement or transaction resulting therefrom, and whether any transaction will be consummated at all; the extent to which the rights under the Company’s stockholder rights agreement become exercisable, if at all; the risk that the Company’s review of potential financing and other alternatives and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other relationships and on its operating results and business generally; the risk that the Company’s review of potential financing and other alternatives could divert the attention and time of the Company’s management; the costs resulting from the review of potential financing and other alternatives; the risk of the Company potentially seeking protection under bankruptcy laws; the possibility that the Company will be unable to re-list its common stock on the Nasdaq or another exchange and, if re-listed, the possibility that the Company thereafter will be unable to comply with the listing rules of such exchange; the limitations on trading of the Company’s common stock related to the Company’s trading on the OTC Expert Market; the impact on the price of the Company’s common stock and the Company’s reputation; 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 retain key personnel; 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 impacts thereof; the Company’s reliance on third parties to manufacture commercial supplies of its products and clinical supplies of its product candidates; the impacts of geopolitical factors such as the conflicts between Russia and Ukraine and Hamas, Iran 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 and other legal proceedings and the risk of additional litigation and legal proceedings, including with respect to the matters referenced herein; 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 press release 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.

Investor Relations Contact

Lisa M. Wilson
T: 212-452-2793
E: lwilson@insitecony.com

Timothy McCarthy, CFA
T: 917-679-9282
E: tim@lifesciadvisors.com

FAQ

Why is Eagle Pharmaceuticals (EGRX) being delisted from Nasdaq?

Eagle Pharmaceuticals is being delisted due to non-compliance with Nasdaq Listing Rule 5250(c)(1), which led to its trading suspension on October 3, 2024.

Where is Eagle Pharmaceuticals (EGRX) stock trading after Nasdaq suspension?

Since October 4, 2024, Eagle Pharmaceuticals stock has been trading on the OTC Expert Market following its suspension from Nasdaq.

When will Eagle Pharmaceuticals (EGRX) complete its Nasdaq delisting process?

Eagle Pharmaceuticals plans to file Form 25 on or after November 25, 2024, with the delisting becoming effective 10 days after filing and deregistration completing 90 days thereafter.