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 ~~the~~Report ~~Securities~~(Date ~~Exchange Act~~ of ~~1934~~earliest event reported): October 30, 2024

Date of Report (Date of earliest event reported): September 27, 2024

Eagle Pharmaceuticals, Inc.

(Exact ~~Name~~name of Registrant as Specified in ~~its~~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~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (201) 326-5300

(Former Name or Former Address, if Changed Since Last Report)

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~~Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	EGRX	The Nasdaq Stock Market LLC
Common Stock, $0.001 par value	EGRX	The Nasdaq Stock Market LLC(1)

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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~~(1) 2On October 1, 2024, Eagle Pharmaceuticals, Inc.02 ~~Results~~received ofa ~~Operations~~notice ~~and~~from ~~Financial~~The ~~Condition~~Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel had determined to delist the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), from Nasdaq. Trading in the Common Stock on Nasdaq was suspended effective October 3, 2024. The Common Stock began trading on the OTC Expert Market on October 4, 2024 under the symbol “EGRX.”

~~The information appearing below under~~ Item 4 1.0201 isEntry ~~incorporated~~into ~~herein~~a byMaterial ~~reference~~Definitive Agreement.

~~Item~~On 3October 30, 2024, the Board of Directors (the “Board”) of Eagle Pharmaceuticals, Inc.01 ~~Notice~~(the “Company”), a Delaware corporation, declared a dividend of ~~Delisting~~one orpreferred share ~~Failure~~purchase right (“Right”) to ~~Satisfy~~purchase one-thousandth of one share of the Company’s newly designated Preferred Shares (as defined below) for each outstanding share of Common Stock (“Company Common Stock”) to the stockholders of record as of the close of business on November 11, 2024 (the “Record Date”), and adopted a ~~Continued~~limited ~~Listing~~duration ~~Rule~~stockholder orrights ~~Standard;~~plan ~~Transfer~~(the “Rights Plan”), effective immediately, as set forth in the Rights Agreement, dated as of ~~Listing~~October 30, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, as Rights Agent (as defined therein). The Rights Agent currently serves as the Company’s transfer agent with respect to Company Common Stock and also has been appointed transfer agent with respect to the Series A Junior Participating Preferred Stock, par value $0.001 per share (each, a “Preferred Share” and, collectively, the “Preferred Shares”), if any, that may be issued pursuant to the exercise of Rights under the Rights Agreement. The Rights will expire on October 30, 2025 (the “Final Expiration Date”), unless the Rights are earlier redeemed or exchanged by the Company. The Company does not have any obligation under the Rights Agreement to seek stockholder approval for the Rights Plan.

~~Due~~In togeneral terms, the ~~matters~~Rights ~~described~~Agreement is designed to impose a penalty upon any person or group that acquires beneficial ownership of 10% (15% in ~~Item~~the 4case of a passive institutional investor) or more of the outstanding shares of Company Common Stock without the approval of the Board.02 ~~below,~~The onCompany ~~October~~continues 1,to ~~2024,~~experience a significant ~~Eagle~~dislocation ~~Pharmaceuticals,~~in ~~Inc~~the trading price of its common stock. (The Rights Plan is intended to enable all of the “Company”)’s ~~notified~~stockholders to have the ~~hearings~~opportunity ~~panel~~to (realize the ~~“Panel”)~~long-term value of their investment. The ~~Nasdaq~~Rights ~~Stock~~Plan ~~Market LLC~~is ~~(“Nasdaq”)~~intended to reduce the likelihood that any person or group gains control of the Company ~~did~~through ~~not~~open ~~anticipate~~market ~~filing~~accumulation ~~its~~or ~~previously~~other ~~anticipated~~means ~~comprehensive~~without ~~Annual~~appropriately ~~Report~~compensating onall ~~Form~~stockholders ~~10-K~~or ~~for~~without providing the ~~period~~Board ~~ended~~sufficient ~~December~~time ~~31,~~to ~~2023,~~make ~~including~~informed ~~restated~~judgments ~~financial~~and ~~information~~take ~~for~~actions ~~the~~that ~~period~~are ~~ended~~in ~~June~~the ~~30,~~best ~~2023,~~interests ~~financial~~of ~~information~~the Company ~~for~~and ~~the~~its ~~period~~stockholders. ~~ended~~The ~~September~~Rights ~~30,~~Plan ~~2023~~was adopted in response to the significant and ~~financial~~ongoing ~~statements~~dislocation ~~for~~in the ~~period~~trading ~~ended~~price ~~December~~of ~~31,~~the ~~2023,~~Company’s acommon ~~separate~~stock ~~Quarterly~~and ~~Report~~recent onunsolicited ~~Form~~efforts ~~10-Q~~by ~~for~~third ~~the~~parties ~~period~~to ~~ended~~capitalize ~~March~~on ~~31,~~this ~~2024~~dislocation, orincluding athrough ~~separate~~accumulations ~~Quarterly~~of the ~~Report~~Company’s oncommon ~~Form~~stock. ~~10-Q~~The ~~for~~Rights ~~the~~Plan ~~period~~is ~~ended~~similar ~~June~~to ~~30,~~other ~~2024~~plans adopted by ~~the~~publicly ~~dates~~held ~~required~~companies toin ~~regain~~comparable ~~compliance~~circumstances, and ~~with~~does ~~Nasdaq~~not ~~Listing~~contain ~~Rule~~any ~~5250(c)(1)~~dead-hand, (slow-hand, no-hand or similar feature that limits the ~~“Listing~~ability ~~Rule”)~~of a future Board to redeem the rights.

OnA ~~October~~summary ~~1, 2024, the Company received a notice from the Panel stating that it had determined to delist the Company’s common stock from Nasdaq and, effective at the open~~ of ~~business on October 3, 2024, to suspend trading of~~ the ~~Company’s~~key ~~common stock on Nasdaq, as a result of the Company’s failure to comply with the~~ terms of the ~~previously~~Rights ~~disclosed extension granted by the Panel to regain compliance with the Listing Rule. Nasdaq will complete~~Agreement the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (“SEC”) after applicable appeal periods have lapsed, which will remove the Company’s securities from listing and registration on Nasdaq. The Company has not requested that the Nasdaq Listing and Hearing Review Council review the Panel’s decision.follows:

~~Following~~The Rights. Pursuant to the ~~suspension~~terms of ~~trading~~the Rights Agreement, the Rights will not be exercisable and will trade with shares of Company Common Stock until the earlier to occur of (a) the tenth calendar day (or such later date as may be determined by the Board) after a person or group acquires beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of outstanding Company’s ~~common~~Common ~~stock~~Stock (an “Acquiring Person”), in the event that the Board determines on ~~Nasdaq~~or before such tenth (10) calendar day to effect an exchange and determines in that a later date is advisable, such later date that is not more than twenty (20) calendar days after the date such shares of Company ~~expects~~Common ~~that~~Stock ~~its~~are ~~common~~acquired, ~~stock~~or ~~will~~(b) the tenth business day (or such later date as may be ~~eligible~~determined ~~for~~by ~~trading~~action onof the ~~OTC~~Board ~~Expert~~prior to such time as any person or entity becomes an Acquiring Person) ~~Market.~~following Asthe date of commencement, or the first announcement, of an intention to commence, a tender offer or exchange offer, the consummation of which would result in any person or entity, or group of ~~the~~persons ~~foregoing~~or entities acting in concert, becoming an Acquiring Person. The term “Acquiring Person” is subject to certain customary exceptions whereby certain stockholders that would have otherwise been an Acquiring Person are excluded from the ~~price~~definition of ~~the~~“Acquiring Person”. Any stockholders with beneficial ownership of Company’s ~~common~~Common ~~stock~~Stock ~~will~~above ~~likely~~the beapplicable ~~adversely~~threshold ~~affected~~as ~~and~~of ~~there~~the ~~will~~first bepublic announcement of the Rights Plan aon ~~decrease~~October in31, 2024 are grandfathered at their then current ownership levels but are not permitted to increase their ownership without triggering the ~~liquidity~~Rights. Prior ofto exercise, the ~~Company’s~~Rights ~~common~~do ~~stock~~not give their holder any dividend, voting or liquidation rights.

~~Item~~The 4date when the Rights separate from Company Common Stock and become exercisable is referred to herein as the “Distribution Date”.02 ~~Non-Reliance~~Unless onand ~~Previously~~until ~~Issued~~the ~~Financial~~occurrence ~~Statements~~of such date, Company Common Stock certificates or, in the case of uncertificated shares, notations in the book-entry account system, will evidence the Rights, and any transfer of shares of Company Common Stock will constitute a ~~Related~~transfer ~~Audit~~of ~~Report~~the related Rights. After the Distribution Date, the Rights will be evidenced by separate book-entry credits or ~~Completed~~by ~~Interim~~Rights ~~Review~~certificates that the Company will mail to all eligible, certificated holders of Company Common Stock. Any Rights held by an Acquiring Person will be null and void and may not be exercised.

OnExercise ~~September 27,~~Price. ~~2024,~~Pursuant to the ~~Audit~~terms ~~Committee~~of (the ~~“Audit~~Rights ~~Committee”)~~Agreement, ofafter the ~~Board~~Distribution ofDate, ~~Directors~~each ofRight will entitle the ~~Company,~~holder ~~based~~thereof to onpurchase ~~the~~one-thousandth ~~recommendation~~(1/1000th) of, ~~and~~a ~~after~~Preferred ~~consultation~~Share ~~with~~for $10.00, subject to adjustment (the “Exercise Price”). ~~Company’s~~Each ~~management,~~one-thousandth ~~concluded~~(1/1000th) ~~that~~of ~~revenue~~a ~~previously~~Preferred ~~recognized~~Share ~~related~~has toeconomic aterms ~~sale~~similar to that of ~~PEMFEXY~~one inshare ~~the~~of ~~second~~Company ~~quarter~~Common Stock. ofThe ~~2022~~Exercise ~~did~~Price ~~not~~payable, ~~meet~~and ~~certain~~the ~~criteria~~number of ~~Financial~~Preferred ~~Accounting~~Shares ~~Standards~~or ~~Board~~other ~~Accounting~~securities ~~Standards~~or ~~Codification~~other ~~Topic~~property ~~606~~issuable –upon ~~Revenue~~exercise of the Rights, will be subject to adjustment from ~~Contracts~~time ~~with~~to ~~Customers,~~time ~~when~~to ~~originally~~prevent ~~recorded.~~dilution ~~The~~in ~~Company~~the ~~previously~~event ~~recognized~~of ~~revenue~~a ~~upon~~stock ~~delivery~~dividend toon, or a ~~wholesale~~subdivision, combination ~~customer~~or ~~but~~reclassification ~~has~~of, ~~now~~the ~~determined~~Preferred ~~that~~Shares. ~~revenue~~The ~~from~~exercise ~~this~~of ~~transaction~~Rights ~~should~~to bepurchase ~~deferred~~Preferred ~~and~~Shares ~~recognized~~will inat ~~later~~all ~~periods~~times be subject to the ~~extent~~ ~~certain~~availability ~~criteria~~of ~~have~~a ~~been~~sufficient ~~achieved.~~number Asof aauthorized ~~result,~~but ~~the~~unissued ~~Audit~~Preferred ~~Committee~~Shares. ~~determined~~Notwithstanding ~~that~~ the ~~Company’s~~foregoing, ~~audited~~with ~~financial~~certain exceptions, ~~statements~~no ~~for~~adjustment in the ~~fiscal~~Exercise ~~year~~Price ~~ended~~will ~~December 31,~~be ~~2022,~~required ~~and~~until ~~unaudited~~cumulative ~~financial~~adjustments ~~statements~~require ~~for~~an ~~the~~adjustment ~~quarters~~of ~~ended~~at ~~June 30,~~least 1% in such Exercise ~~2022,~~Price. ~~September 30,~~No ~~2022,~~fractional ~~and~~Preferred ~~March 31,~~Shares ~~2023~~will be issued (~~collectively,~~other ~~the~~than ~~“Non-Reliance~~fractions ~~Period”),~~which asare ~~previously~~integral ~~filed with~~multiples of the ~~SEC~~number of one one-thousandth (1/1,000th) ~~should~~of noa ~~longer~~Preferred beShare ~~relied~~issuable upon ~~and~~the ~~should~~exercise beof ~~restated.~~one ~~The~~ Right, which may, at the Company’s ~~management~~election, ~~and~~be ~~the~~evidenced by ~~Audit~~depositary ~~Committee~~receipts), ~~have~~and ~~discussed~~in ~~the~~lieu ~~matters~~thereof, ~~disclosed~~an adjustment in ~~this~~cash ~~current~~will ~~report~~be made based on ~~Form 8-K~~the ~~with Ernst &~~market ~~Young~~price ~~LLP~~of ~~(“EY”),~~the Preferred Shares on the ~~Company’s~~last ~~independent~~trading ~~registered~~day ~~public~~prior ~~accounting~~to ~~firm~~the date of exercise.

AsBeneficial Ownership. ~~previously~~Pursuant ~~disclosed,~~to the ~~Company~~terms ~~has~~of ~~been~~the Rights Agreement, certain synthetic interests in securities created by derivative positions ~~preparing~~ a— ~~restatement~~whether or not such interests are considered to be ownership of ~~its~~underlying ~~financial~~shares ~~statements~~of Company Common Stock or are reportable for purposes ~~the~~of ~~three~~Regulation ~~and~~13D ~~six~~of ~~months~~the ~~ended~~Securities ~~June 30,~~Exchange ~~2023. In~~Act ~~addition~~of 1934, as ~~previously~~amended — are treated as beneficial ownership of the number ~~disclosed~~of shares of Company Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Company’s ~~review~~Common ~~and~~Stock ~~preparation~~are ofdirectly ~~its~~or ~~financial~~indirectly ~~statements~~held ~~for~~by counterparties to the ~~quarter~~derivatives ~~ended~~contracts. ~~September 30,~~Swaps ~~2023,~~dealers ~~the~~unassociated ~~year~~with ~~ended~~any ~~December 31~~control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership. In addition, shares ~~2023~~held by affiliates and associates of an Acquiring Person, including shares that are subject of, or the ~~quarters~~reference ~~ended~~securities ~~March~~for, 31or that underly, ~~2024~~any ~~and~~derivative ~~June 30~~position of such persons, ~~2024~~will ~~have~~be ~~been~~deemed ~~delayed~~to ~~and~~be ~~remain~~beneficially ~~ongoing~~owned by the Acquiring Person. ~~At this~~In ~~time~~addition, any securities beneficially owned by a third party with whom the ~~Company~~Acquiring Person has ~~not~~any ~~fully~~agreement, ~~completed~~arrangement ~~its~~or ~~review,~~understanding ~~and~~(whether or not in writing) (i) for the ~~evaluation~~purpose of ~~financial~~acquiring, ~~statement~~holding ~~impacts~~or isvoting ~~ongoing~~securities ~~and~~of ~~subject~~the Company or (ii) to cooperate in obtaining, changing ~~change~~or influencing control of the Company, will be deemed to be beneficially owned by the Acquiring Person.

AsConsequences ~~a result~~ of ~~the~~a ~~foregoing,~~Person ~~the Company expects to conclude that one~~ or ~~more~~Group ~~material weaknesses related to the foregoing matters existed in the Company’s internal control~~Becoming ~~over~~an ~~financial~~Acquiring reporting and that the Company’s disclosure controls and procedures were not effective for each of the fiscal periods within the Non-Reliance Period, and as of September 30, 2023 and December 31, 2023Person. In addition, as previously disclosed, the Company has identified material weaknesses in its internal control over financial reporting that existed as of June 30, 2023 and concluded that the Company’s disclosure controls and procedures were ineffective as of June 30, 2023. The Company is continuing to evaluate its internal control over financial reporting and its remediation plan with respect thereto.

~~The~~· ~~Company is completing its review of the foregoing matters and any other potential items for correction as needed~~Flip-In. ~~The~~If ~~Company~~a ~~has~~person ~~not~~or ~~yet~~group ~~determined~~becomes ~~the~~an ~~impact~~Acquiring ~~in each quarter and will re-evaluate the net revenue recognized related to certain sales of PEMFEXY~~Person, ~~beginning in~~all ~~the~~holders ~~second quarter~~ of ~~2022~~Rights ~~and~~except ~~through~~ the ~~Non-Reliance~~Acquiring ~~Period.~~Person ~~Any previously issued~~ or ~~filed~~its ~~reports, press~~affiliates ~~releases~~may, ~~earnings releases,~~for ~~stockholder communications, investor presentations or other communications describing~~ the ~~Company’s~~Exercise ~~financial statements~~Price, ~~financial~~ ~~results~~purchase ~~and~~shares ~~other~~of ~~related~~Company ~~financial~~Common ~~information~~Stock ~~covering~~with ~~the~~a ~~Non-Reliance~~market ~~Period~~value ~~and~~of ~~any~~twice ~~information related to~~ the ~~foregoing matters,~~Exercise ~~should no longer be relied upon~~Price.

~~The~~· ~~foregoing~~Exchange. ~~expectations~~In ~~are~~lieu ~~based~~of onthe ~~preliminary~~“flip-in” ~~information~~feature ~~and subject~~described toabove, ~~change~~the inBoard ~~connection~~may, ~~with~~at its option at any time after a person or group becomes an Acquiring Person, exchange the ~~completion~~Rights of(other than Rights owned by the ~~reporting~~Acquiring ~~process~~Person or its affiliates), ~~review~~in ~~and~~whole ~~preparation~~or ofin ~~the~~part, ~~restatement~~for ~~and~~shares ~~preparation~~ of ~~the~~ Company's ~~financial~~Common ~~statements,~~Stock ~~and~~at ~~actual~~an ~~results~~exchange ~~may~~ratio ~~vary~~of ~~significantly~~one ~~from~~share ~~the~~of ~~foregoing~~Company ~~expectations~~Common Stock per Right (subject to adjustment).

~~Item~~· 8Flip-Over.01 ~~Other~~If ~~Events~~the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person or its affiliates may purchase, for the Exercise Price, a number of shares of the common stock of the Principal Party (as defined in the Rights Agreement) having a market value of twice the Exercise Price.

~~Review~~Company ofPreferred ~~Financing~~Share ~~and Other Alternatives~~Provisions.

~~The~~Each ~~Company~~Preferred ~~has~~Share, ~~commenced~~if ~~a review process to evaluate a range of potential financing and other alternatives to strengthen its liquidity position and capital structure.~~issued:

~~There~~· iswill nonot ~~deadline or definitive timetable for the completion of this process, and there can~~ be no assurance as to its outcome. The Company does not intend to disclose or comment on further developments with respect to this process unless and until it determines that further disclosure is required by law or it otherwise deems appropriate.redeemable;

~~Third~~· ~~Amended~~when, as and ~~Restated~~if ~~Credit~~any ~~Agreement~~dividend is declared on Company Common Stock, entitle the holder to quarterly dividend payments in an amount per share equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Company Common Stock or a subdivision of the outstanding Company Common Stock (by reclassification or otherwise), declared on Company Common Stock since the immediately preceding quarterly dividend payment date or, with respect to the first date when quarterly dividends are payable in cash, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock;

In· ~~addition,~~will ~~under~~entitle the ~~terms~~holder ofupon ~~the~~liquidation ~~Third Amended~~either ~~and~~to ~~Restated~~receive ~~Credit~~a ~~Agreement,~~preferential ~~dated~~liquidation ~~November 1,~~payment ~~2022,~~of ~~among~~ the ~~Company,~~greater ~~the~~of ~~lenders party thereto~~ (~~the “Lenders”~~a) ~~and~~ ~~JPMorgan Chase Bank~~$1,000 ~~N.A.,~~per asPreferred ~~administrative agent (the “Administrative Agent”)~~Share, asplus ~~amended~~an byamount ~~that~~equal ~~certain Limited Waiver and First Amendment Agreement~~ to ~~the~~accrued ~~Third Amended~~ and ~~Restated~~unpaid ~~Credit~~dividends ~~Agreement, dated as of January 12, 2024, as further amended by that certain Second Amendment to Third Amended~~ and ~~Restated~~distributions ~~Credit Agreement~~thereon, ~~dated~~whether asor of February 29, 2024, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 14, 2024, and as further amended by that certain Limited Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of August 26, 2024 (as so amended, the “Credit Agreement”), the Company was required to, among other things, deliver to the Administrative Agent and the Lenders, by not ~~later than September 30~~declared, 2024, (a) annual audited financial statements for the fiscal year ended December 31, 2023, reported on by the Company’s independent public accountant (without a “going concern” or like qualification or exception and without any qualification or exception as to the ~~scope~~date of such ~~audit)~~payment ~~to the effect that such consolidated financial statements present fairly in all material respects the financial condition~~ and ~~results of operations of the Company and its consolidated subsidiaries in accordance with GAAP,~~ (b) ~~restated~~ ~~quarterly~~an ~~financial~~aggregate ~~statements~~amount ~~for~~per ~~the~~Preferred ~~fiscal~~Share ~~quarter~~equal ~~ended~~to ~~June 30~~1, ~~2023,~~000 ~~(c) quarterly~~times ~~financial statements for~~ the ~~fiscal~~aggregate ~~quarters~~amount ~~ended~~to ~~September 30,~~be ~~2023,~~distributed ~~March 31,~~per ~~2024,~~share ~~and June 30, 2024 and (d) concurrently with delivery of each of the financial statements referred~~ to inholders ~~the foregoing clauses (a) through (c), a certificate by one~~ of ~~its officers that such financial statements present fairly in all material respects the financial condition and results of operations of the~~ Company ~~and~~Common ~~its~~Stock ~~consolidated~~plus ~~subsidiaries~~an inamount ~~accordance~~equal ~~with GAAP for the respective fiscal period (clauses (a)-(d), the “Existing Reporting Requirements”). As a result of the matters described in Item 4.02 above, the Company is not able~~ to ~~satisfy~~any ~~the~~accrued ~~Existing~~and ~~Reporting~~unpaid ~~Requirements,~~dividends ~~which~~on such ~~failure~~Preferred ~~constitutes an event of default under the Credit Agreement.~~Shares;

~~Further, in~~· ~~connection~~will ~~with~~have the ~~non-reliance~~same ~~determination~~voting ~~described~~power inas ~~Item 4.02~~1,000 ~~the~~shares Company has concluded that the financial statements for the fiscal periods within the Non-Reliance Period previously delivered to the Administrative Agent and the Lenders did not present fairly in all material respects the financial condition and results of ~~operations of the~~ Company ~~and~~Common ~~its consolidated subsidiaries for the reasons described above and were not prepared in accordance with GAAP, which gave rise to an event of default under the Credit Agreement.~~Stock;

~~During~~· ~~the~~if ~~continuance~~shares of anCompany ~~event~~Common ofStock ~~default, the~~are ~~Administrative~~exchanged ~~Agent~~via ~~may~~merger, ~~with the consent of the required Lenders~~consolidation, ~~and~~or ~~shall,~~a atsimilar ~~the request of the required Lenders~~transaction, bywill ~~notice~~entitle to the ~~Company,~~holder ~~terminate undrawn commitments, declare the loans then outstanding~~ to ~~be due and payable in full and/or exercise other remedies available to it, among other things. In addition, the Company’s obligations under the Credit Agreement are secured by~~ a ~~pledge~~per ~~of substantially~~share ~~all~~payment ofequal ~~the Company’s and its subsidiaries assets. If the Company is unable~~ to ~~pay its obligations,~~ the ~~Administrative Agent~~payment onmade ~~behalf of the Lenders could proceed to protect and enforce their rights under the Credit Agreement, including by foreclosure~~ on ~~the assets securing the Company’s obligations under the Credit Agreement. If certain bankruptcy related events of default specified in the Credit Agreement occur~~1,000 ~~the~~shares ~~commitments will be terminated and the obligations~~ of ~~the~~ Company ~~under~~Common ~~the~~Stock; ~~Credit Agreement will become due~~ and ~~payable automatically without any action by the Administrative Agent or the Lenders. The foregoing would materially and adversely affect the Company’s business and financial condition.~~

~~The~~· ~~Company~~will isrank injunior ~~discussions~~to ~~with~~any ~~the~~other ~~Lenders regarding~~series of the ~~foregoing~~Company’s ~~matters.~~preferred ~~However,~~stock ~~there~~in ~~can~~the beevent nosuch ~~assurance~~other aspreferred tostock is issued by the ~~manner~~Company, inunless ~~which~~the ~~these~~terms ~~matters~~of ~~will~~any besuch ~~resolved~~series provide otherwise.

~~Forward~~The value of one one-~~Looking~~thousandth ~~Statements~~(1/1000th) interest in a Preferred Share is intended to approximate the value of one share of Company Common Stock.

~~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~~Expiration. ~~Forward-looking statements are statements that are not~~ ~~historical~~The ~~facts.~~Rights ~~Words and phrases such as “anticipated,” “forward,” “~~will~~,” “would,”~~ ~~“could,”~~expire “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 expected adjustments to the Company’s financial statements, including the impact of adjustments on the ~~Company’s financial~~Final ~~statements;~~Expiration 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 internal control over financial reporting and disclosure controls and procedures and related remediation; the potential for additional adjustments to the Company’s financial statements; expectations with respect to the Company's stock exchange listing and matters related theretoDate, ~~including~~unless the ~~suspension~~Rights and delisting process and the expectation for the Company's common stock to trade on the OTC Expert Market; expectations regarding the Company’s process to review potential financing and other alternatives, including the types of arrangements or transactions, if any, that the Company may determine to pursue, the scope and timing of such review process, the potential value of any such arrangements or transactions and the outcome of such review process; the Company’s expectations with respect to its events of default under the Credit Agreement and potential resolution related thereto; and the potential actions that the Administrative Agent on behalf of the lenders could take to protect and enforce their rights under the Credit Agreement. All of such statements are ~~subject~~earlier toredeemed ~~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~~exchanged ~~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 Credit Agreement; the Company's ability to obtain financing and the timing and potential terms thereof; whether the objectives of the review of potential financing and other alternatives process 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 risk that the 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, shareholders and other relationships and on its operating results and business generally; the risk that the 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 anticipated suspension and delisting of the Company’s common stock from Nasdaq; the possibility that the Company will be unable to re-list its common stock on the Nasdaq or other exchange and thereafter continue to comply therewith; the anticipated eligibility for trading of the Company’s common stock on the OTC Expert Market and the limitations on trading of the Company’s common stock related thereto; 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 new Chief Financial 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 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 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~~Redemption. The Board may redeem the Rights for $0.001 per Right at any time prior to the earlier of (A) such time as any person or group becomes an Acquiring Person or (B) the close of business on the Final Expiration Date. Following the expiration of the above periods, the Rights become nonredeemable. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights pursuant to the Rights Agreement will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the Company effects a stock split or stock dividend of Company Common Stock.

~~Pursuant~~Anti-Dilution Provisions. toRights ~~the~~will ~~requirements of~~have the ~~Securities~~benefit ~~Exchange Act~~ of ~~1934,~~certain ~~the~~anti-dilution ~~registrant~~provisions ~~has~~set ~~duly~~forth ~~caused~~in ~~this report to be signed on its behalf by~~ the ~~undersigned~~Rights ~~hereunto duly authorized~~Agreement.

Date: October 2, 2024
	EAGLE PHARMACEUTICALS, INC.
	By:	/s/ Michael Graves
		Michael Graves
		Interim Principal Executive Officer

Amendments. The terms of the Rights Agreement may be amended by the Board without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights.

Miscellaneous. The Rights Agreement does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future Board to redeem the Rights. Until a Right is exercised, it does not entitle the holder thereof to any additional rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

The summary of the Rights Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Rights Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 1.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information appearing above under Item 1.01 above is incorporated herein by reference.

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

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”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 31, 2024. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The information appearing above under Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 31, 2024, the Company issued a press release announcing the adoption of the Rights Plan. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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,” “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 impact of the adoption of the Rights Plan, including the ability of the Rights Plan to protect stockholders’ ability to realize the long-term value of their investment and to effectively provide the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders, and expectations regarding the Company’s process to review potential financing and other alternatives, including the types of arrangements or transactions, if any, that the Company may determine to pursue, the scope and timing of such review process, the potential value of any such arrangements or transactions and the outcome of such review process. 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 review of potential financing and other alternatives process 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 Rights Plan become exercisable, if at all; the risk that the 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 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 continue 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 new Chief Financial 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 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. There is no deadline or definitive timetable for the completion of the Company’s review process to evaluate potential financing and other alternatives, there can be no assurance as to the outcome of such process, and the Company does not intend to disclose or comment on further developments with respect to such process unless and until it determines that further disclosure is required by law or it otherwise deems appropriate.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Designation of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on October 31, 2024
4.1		Rights Agreement, dated as of October 30, 2024 between Eagle Pharmaceuticals, Inc. and Equiniti Trust Company, LLC., which includes the form of Certificate of Designation as Exhibit A and the form of Right Certificate as Exhibit B
99.1		Press Release of Eagle Pharmaceuticals, Inc., dated October 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	EAGLE PHARMACEUTICALS, INC.

Dated: October 31, 2024	By:	/s/ Michael Graves
		Michael Graves
		Interim Principal Executive Officer

Filing Compare · EAGLE PHARMACEUTICALS, INC.