Eagle Pharmaceuticals Announces Receipt of Delisting Notification from Nasdaq
Eagle Pharmaceuticals received a delisting notification from Nasdaq on May 20, 2024, due to its failure to file key financial forms, including the Q3 2023 Form 10-Q, the 2023 Form 10-K, and the Q1 2024 Form 10-Q. The delisting process will commence if Eagle does not request a hearing by May 28, 2024, which will result in the suspension of their stock trading on May 30, 2024. Eagle plans to request a hearing to potentially extend their compliance period. However, there is no guarantee that such an extension will be granted or that they will regain compliance.
- Eagle Pharmaceuticals intends to request a hearing to stay the suspension of its common stock.
- The Nasdaq Panel may grant an extension period up to 360 days from the initial due date of the Q3 2023 Form 10-Q, potentially giving Eagle more time to regain compliance.
- Eagle Pharmaceuticals has failed to file its Q3 2023 Form 10-Q, 2023 Form 10-K, and Q1 2024 Form 10-Q by their respective deadlines.
- The company received multiple delinquency notifications from Nasdaq due to these filing failures.
- Failure to request a hearing by May 28, 2024, will lead to the suspension of trading of Eagle's common stock on May 30, 2024.
- There is no assurance that a hearing will be successful, that an extension will be granted, or that the company will regain compliance with Nasdaq rules.
Insights
The announcement from Eagle Pharmaceuticals regarding the delisting notification from Nasdaq is a significant event for investors. Missing the filing deadlines for their financial reports is a serious issue, signaling potential underlying problems with the company's financial health or its internal processes.
Delisting from Nasdaq would have profound implications for the company. It would likely lead to a decrease in liquidity and might trigger a loss of confidence among investors, causing the stock price to drop. Additionally, the delisting could limit the company's ability to raise capital in the future. It's also worth noting that while the company plans to appeal and request an extension, there is no guarantee that Nasdaq will grant this request, adding another layer of uncertainty for investors.
For retail investors, the immediate effect could be increased volatility in the stock price and a potential decrease in its value. Over the longer term, the company must address and resolve the issues causing these delays to restore investor trust and maintain its market position. Investors should keep a close watch on the company's updates regarding this matter.
Nasdaq delisting protocols are strict and designed to ensure transparency and reliability in the stock market. The company's failure to file required financial statements on time is a violation of Nasdaq Listing Rule 5250(c)(1), which mandates timely filing of periodic financial reports. This rule ensures that investors have access to up-to-date financial information to make informed decisions.
The company's intention to request a hearing and appeal the delisting process is a standard response. However, legal experts understand the risks involved. The appeal process is not guaranteed to succeed. The company's request for an extension and the hearing's outcome depend on their ability to present a convincing plan to resolve the compliance issues. Legal ramifications of a delisting might include increased scrutiny from regulatory bodies and potential lawsuits from shareholders affected by the stock's decline.
For investors, this signifies a period of uncertainty and potential legal battles that could further impact the company's financial stability and stock performance. Understanding the legal landscape is important as it will affect the potential outcomes of the company's appeal and its future on Nasdaq.
WOODCLIFF LAKE, N.J., May 22, 2024 (GLOBE NEWSWIRE) -- Eagle Pharmaceuticals, Inc. (Nasdaq: EGRX) (the “Company” or “Eagle”) today announced that it received a notice (the “Notice”) on May 20, 2024, 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. The Notice further advises 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 March 31, 2024 (the “Q1 2024 Form 10-Q”) serves as an additional and separate basis for delisting.
Unless the Company requests a hearing to appeal the delisting process by May 28, 2024, trading of the Company’s common stock will be suspended from The Nasdaq Capital Market at the opening of business on May 30, 2024, and will subsequently be removed from listing. Accordingly, the Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). The hearing request will automatically stay the suspension of the Company’s common stock for 15 calendar days from the date of the request, or 22 calendar days from the date of the Notice if the request is filed on May 28, 2024. In connection with the hearing request, the Company intends to request that the stay be extended through the conclusion of the hearings process and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel may grant an additional extension period not to exceed 360 days from the initial due date of the Q3 2023 Form 10-Q.
There can be no assurance that any hearing before the Panel would be successful, that an extended stay or additional extension would be granted, that the Company will be able to regain compliance with the Rule 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.
As previously disclosed, on November 27, 2023, the Company received a delinquency notification from the Staff advising the Company that due to the failure to timely file its Q3 2023 Form 10-Q, the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). In accordance with Nasdaq rules, following timely submission by the Company of a compliance plan, Nasdaq granted the Company until May 13, 2024, to regain compliance with the Rule. On April 8, 2024, the Company received an additional notice from Nasdaq advising the Company that due to the Company’s failure to timely file its 2023 Form 10-K, the Company is not in compliance with the Rule. On May 10, 2024, the Company filed a Notification of Late Filing on Form 12b-25 with respect to its Q1 2024 Form 10-Q.
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 Disclaimer
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,” “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 Company’s SEC filings and the timing thereof, any requests or communications the Company may submit to Nasdaq for a hearing, appeal, stay or otherwise, the potential to obtain any additional extensions or stays from Nasdaq, and the Company’s ability to regain or maintain compliance with the Nasdaq Listing Rules or continue its listing on Nasdaq, and the outcome of any hearing process, the Company’s internal control over financial reporting and disclosure controls and procedures and related remediation, 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, and the Company’s expectations regarding its financial results. 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 comply with its obligations under its credit agreement; 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 delist the Company’s securities; 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 guidance and may cause the Company’s actual results and outcomes to materially differ from its estimates, projections and guidance; 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
Timothy McCarthy, CFA
917-679-9282
tim@lifesciadvisors.com
Lisa M. Wilson
212-452-2793
lwilson@insitecony.com
FAQ
Why did Eagle Pharmaceuticals receive a delisting notification from Nasdaq?
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