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): November 21, 2024

Date of Report (Date of earliest event reported): November 8, 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 File Number)	(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(1)
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. ¨

(1)

On October 1, 2024, Eagle Pharmaceuticals, Inc. received a notice from The 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.”

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant's orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Appointment~~Dismissal of ~~Chief~~Independent ~~Financial~~Registered ~~Officer~~Public Accounting Firm

On November 8 21, 2024, ~~the Board of Directors (the “Board”) of~~ Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”) ~~appointed Christopher Krawtschuk to serve as the Company’s Chief Financial Officer~~, ~~and~~dismissed ~~designated~~Ernst & ~~Mr.~~Young ~~Krawtschuk~~LLP ~~as its principal financial officer and principal accounting officer, each effective November 11, 2024~~ (~~the~~ “~~Effective Date~~EY”)~~. In connection with Mr. Krawtschuk’s appoinment~~, the Company’s ~~Interim~~previous independent ~~Chief~~registered ~~Financial~~public ~~Officer, principal financial officer and principal~~ accounting ~~officer, Steven~~firm. ~~Ratoff, stepped~~The ~~down~~Audit ~~from~~Committee ~~serving~~of inthe ~~such~~Board ~~capacities~~of onDirectors (the ~~Effective~~“Audit ~~Date and~~Committee”) ~~will~~of ~~remain as a director on~~ the Company’s ~~board~~approved ofsuch ~~directors~~dismissal.

~~Mr.~~EY’s ~~Krawtschuk, age~~audit ~~50,~~reports ~~most~~on ~~recently~~the ~~served~~Company’s consolidated asfinancial ~~Chief~~statements ~~Financial~~as ~~Officer~~of and ~~Treasurer~~for ofthe ~~bluebird~~fiscal ~~bio~~years ~~from~~ended ~~November~~December 31, 2022 ~~until~~and ~~June~~2021, ~~2024.~~did ~~Previously, Mr.~~not ~~Krawtschuk~~contain ~~served~~an asadverse ~~Chief~~opinion or ~~Financial~~a ~~Officer~~disclaimer of ~~Jubilant~~opinion, ~~Pharma~~and ~~from~~were ~~February~~not ~~2021~~qualified toor ~~October~~modified ~~2022.~~as ~~Prior~~ to ~~Jubilant~~uncertainty, ~~Pharma~~audit scope, ~~from~~or accounting principles when originally ~~December~~issued. ~~2018~~However, toas ~~January~~previously ~~2021~~disclosed, ~~Mr.~~the ~~Krawtschuk~~Audit ~~served~~Committee asconcluded ~~U.S.~~that ~~Chief~~the ~~Financial~~Company’s ~~Officer~~audited ~~and~~consolidated ~~Treasurer~~financial ofstatements for ~~Morphosys~~the ~~AG.~~fiscal Inyear ~~2018~~ended December 31, ~~Mr.~~2022 ~~Krawtschuk served~~and asEY’s ~~North~~audit ~~American~~report ~~Controller~~thereon at(in ~~Unilever.~~addition ~~Mr.~~to ~~Krawtschuk~~the ~~served~~financial asstatements ~~vice~~for ~~president~~the other periods described below), ~~lead~~should ~~divisional~~no ~~controller~~longer ~~for~~be ~~Pfizer~~relied ~~from 2016~~upon toand ~~2018.~~the Mrfinancial statements should be restated. ~~Krawtschuk~~EY ~~began~~has ~~his~~not ~~financial~~provided ~~career~~a report aton ~~PricewaterhouseCoopers~~the ~~where~~Company’s heconsolidated ~~held~~financial ~~several~~statements ~~positions~~as of ~~increasing~~and ~~responsibility from~~for ~~2001~~the tofiscal ~~2016.~~year ~~Mr.~~ended ~~Krawtschuk~~December 31, ~~received~~2023 ~~his~~due ~~B.S.~~to inthe Company’s ~~Accounting~~previously ~~from~~disclosed ~~William~~reporting ~~Paterson~~delays ~~University~~in ~~and~~connection iswith ~~licensed~~the asrestatement aprocess ~~CPA~~described below.

~~There~~As ~~are~~previously nodisclosed, ~~family~~on ~~relationships~~December 12, 2023, ~~between~~based Mron the recommendation of, and after consultation with, the Company’s management, the Audit Committee concluded that the Company’s unaudited interim condensed consolidated financial statements for the quarter ended June 30, 2023, as previously filed with the U.S. ~~Krawtschuk~~Securities and ~~any~~Exchange Commission (the “SEC”), should no longer be relied upon and should be restated. The Company subsequently disclosed that, on September 27, 2024, the Audit Committee, based on the recommendation of, and after consultation with, the Company’s ~~directors~~management, orconcluded ~~executive~~that ~~officers~~the Company’s audited financial statements for the fiscal year ended December 31, 2022, and unaudited financial statements for the quarters ended June 30, 2022, September 30, 2022, and March 31, 2023, as previously filed with the SEC, should no longer be relied upon and should be restated. MrThe Company currently intends to restate its financial statements for the foregoing fiscal periods (the “Restatement”). ~~Krawtschuk~~In ~~has~~addition, nothe ~~direct~~Company’s orreview ~~indirect~~and preparation of its financial statements for the quarter ended September 30, 2023, the year ended December 31, 2023 and the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 have been delayed as a result of the foregoing. As previously disclosed, the Company has identified material ~~interest~~weaknesses in ~~any~~its ~~transaction~~internal ~~required~~ control over financial reporting and expects to beconclude ~~disclosed~~that ~~pursuant~~one or more material weaknesses related to ~~Item~~the ~~404(a)~~foregoing matters existed in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective for each of ~~Regulation~~the ~~S-K~~foregoing fiscal periods.

~~Chief~~During ~~Financial~~the ~~Officer~~fiscal ~~Offer~~years ~~Letter~~ended December 31, 2023 and 2022, as well as the subsequent interim periods through November 21, 2024, there were (i) no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports on the financial statements for such years, and (ii) no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the Restatement and the material weaknesses described above. EY notified the Company that due to those material weaknesses, EY would need to expand the scope of its audit procedures on the financial statements as of and for the years ended December 31, 2023 and 2022 (as restated) which were not completed prior to EY’s dismissal. The Audit Committee has discussed each of these matters with EY.

InThe ~~connection~~Company ~~with~~has ~~Mr.~~authorized ~~Krawtschuk’s~~EY ~~appointment~~to asrespond ~~Chief Financial~~fully ~~Officer,~~to onthe ~~November~~inquiries 8,of ~~2024,~~BDO ~~he entered into an offer letter~~ (~~the~~as ~~“Offer~~defined ~~Letter”~~below) ~~with~~concerning the ~~Company.~~subject ~~Pursuant~~matter toof the ~~Offer~~items ~~Letter, Mr.~~described ~~Krawtschuk will serve as the Company’s Chief Financial Officer and be employed on an “at will” basis~~herein.

The ~~Offer~~Company ~~Letter~~provided ~~provides~~EY ~~for~~with ana ~~initial annual~~copy ~~base salary~~ of ~~$525,000~~the ~~and~~disclosures it ~~eligibility~~is tomaking ~~receive an annual discretionary bonus, beginning~~ in ~~2025,~~this ~~with~~Current anReport ~~initial~~on ~~annual target~~Form 8-K ~~bonus~~and ofrequested ~~50%~~that ofEY ~~his~~furnish ~~base~~a ~~salary.~~letter Inaddressed ~~addition,~~to the ~~Offer~~SEC ~~Letter~~stating ~~provides~~whether ~~for~~it ~~a signing bonus of $150,000 (the~~agrees with ~~“Signing Bonus”) payable as a lump sum cash payment on~~ the ~~first~~statements ~~payroll~~made ~~date immediately following Mr~~herein. ~~Krawtchuk’s~~ ~~start~~A ~~date.~~copy ~~If prior to the two-year anniversary~~ of ~~his start date Mr. Krawtchuk~~EY’s ~~employment~~letter ~~with~~is ~~the Company~~filed ~~ends due to his resignation without Good Reason or his termination for Cause (~~as ~~such terms are defined in the Severance Plan described below), Mr~~Exhibit 16.1 ~~Krawtchuk will be required~~ to ~~repay~~this ~~the~~Current ~~amount~~Report ~~of the Signing Bonus,~~ on ~~an after~~Form 8-~~tax basis, with such repayment amount pro-rated if his employment ends after the one-year anniversary of his start date~~K.

~~The~~Appointment ~~Offer Letter also provides for the grant~~ of ~~100,000~~Independent ~~performance-vesting~~Registered ~~restricted~~Public ~~stock~~Accounting units (the “PSU Award”) pursuant to the terms and conditions of the Company’s 2014 Equity Incentive Plan (the “2014 EIP”) and a PSU grant notice and agreement to be granted on the Effective Date. 50% of the PSU Award will vest on the 60th day following achievement of the Performance Goal (as defined below) and 50% of the PSU Award will vest on the one-year anniversary of the date of achievement of the Performance Goal. All vesting is subject to Mr. Krawtschuk’s Continuous Service (as defined in the 2014 EIP) through the vesting date, provided that vesting will accelerate in full upon a Change in Control (as defined in the 2014 EIP) that occurs during Mr. Krawtschuk’s Continuous Service.Firm

~~The~~On ~~“Performance Goal” means achievement of both of the following two conditions on or before June 30~~November 26, ~~2026~~2024, ~~as determined by~~ the ~~Board: (1) the~~ Company ~~has filed all periodic reports covering~~engaged ~~all~~BDO ~~fiscal~~USA, ~~periods~~P.C. ~~required~~(“BDO”) toas ~~be filed with~~ the ~~U.S.~~Company’s ~~Securities~~independent ~~and~~registered ~~Exchange~~public ~~Commission~~accounting ~~prior~~firm to ~~such~~perform ~~date~~independent ~~and~~audit ~~(2)~~services for the Company’s ~~common~~ ~~stock~~2022 isand ~~listed~~2023 onfiscal ~~The~~periods ~~Nasdaq~~in ~~Stock~~addition ~~Market~~to ~~LLC,~~ the ~~NYSE~~fiscal ~~American,~~year orending ~~the~~December 31, ~~New~~2024. ~~York~~The ~~Stock~~Audit ~~Exchange (or any successors to any of~~Committee ~~the~~approved ~~foregoing)~~such engagement.

~~Mr.~~During ~~Krawtschuk~~the ~~will~~fiscal ~~also~~years beended ~~eligible to~~December 31, ~~participate~~2023 ~~in the Company’s Amended~~ and ~~Restated~~2022, ~~Severance~~as ~~Benefit~~well ~~Plan~~as (the ~~“Severance~~subsequent ~~Plan”).~~interim ~~The~~periods ~~Severance Plan~~through ~~provides~~November 26, ~~for~~2024, ~~benefits~~neither ~~upon~~the anCompany ~~involuntary~~nor ~~termination~~anyone ~~without~~acting ~~Cause~~on orits behalf ~~resignation~~consulted ~~for~~with ~~Good~~BDO ~~Reason~~regarding ~~(as~~either ~~such terms are defined in the Severance Plan):~~ (1i) the aapplication ~~cash payment equal to 12 months~~ of ~~annual~~accounting ~~base~~principles ~~salary (increased~~ to 18a ~~months~~specified iftransaction, ~~such~~either ~~involuntary~~completed ~~termination~~or ~~occurs~~proposed; inor ~~connection~~the ~~with~~type aof ~~change~~audit inopinion ~~control);~~that ~~(2)~~might anbe ~~annual~~rendered ~~bonus~~on ~~payment~~the ~~(increased~~Company's toconsolidated ~~1.5x~~financial ifstatements, ~~such~~and ~~involuntary termination~~neither ~~occurs in connection with~~ a ~~change~~written report innor ~~control);~~oral ~~(3)~~advice ~~continued~~was ~~COBRA~~provided ~~premium payments for a period of up~~ to 12the ~~months following~~Company ~~termination~~by ~~(increased~~BDO tothat 18BDO ~~months~~concluded ifwas ~~such~~an ~~involuntary~~important ~~termination~~factor ~~occurs~~considered inby ~~connection~~the ~~with~~Company ~~a change~~ in ~~control); and~~reaching ~~(4)~~a ~~vesting~~decision ~~acceleration~~as ofto ~~time-vesting~~the ~~equity~~accounting, ~~awards~~auditing ~~either in part~~ or infinancial ~~full~~reporting ~~and~~issue; anor ~~extended~~(ii) any ~~time~~matter tothat ~~exercise~~was ~~stock~~either ~~options. In addition,~~ the ~~Severance~~subject ~~Plan provides for vesting acceleration~~ of ~~certain~~a ~~equity~~“disagreement,” as ~~awards~~that ~~upon~~term ais ~~change~~defined in ~~control~~Item ~~transaction~~304(a)(1)(iv) of ifRegulation ~~such awards are not assumed~~S-K, ~~continued~~ or ~~substituted~~a ~~for~~“reportable ~~by the acquiring or successor entity or upon death or disability~~event,” as ~~well~~that asterm ~~an extended~~is ~~period~~defined ofin Item ~~time to exercise stock options following~~ 304(a ~~death or disability~~ )(~~24 months~~1)(v) of Regulation S-K.

MrItem 9.01 ~~Krawtschuk~~Financial ~~also~~Statements ~~entered into an Employee Confidential Information~~ and ~~Inventions Assignment Agreement, which includes confidentiality provisions, an invention assignment and non-compete and non-solicit covenants during his employment and for one year thereafter~~Exhibits.

Mr(d) Exhibits. ~~Krawtschuk will also enter into the Company’s standard form of indemnification agreement.~~

The foregoing description of the Offer Letter is only a summary, does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Capitalized terms not otherwise defined have the meanings assigned to them in the Offer Letter.

Exhibit Number		Description
	16.1	Letter from Ernst & Young LLP, dated November 27, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 7.01 Regulation FD Disclosure.~~SIGNATURES

OnPursuant ~~November~~to ~~12, 2024,~~ the ~~Company~~requirements ~~issued~~of ~~a press~~the ~~release~~Securities ~~with~~Exchange ~~respect~~Act toof ~~Mr.~~1934, the ~~Krawtschuk’s~~registrant ~~appointment~~has ~~described~~duly incaused ~~Item~~this ~~5.02~~report ofto ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K (“Form~~behalf ~~8-K”).~~by ~~A copy of~~ the ~~Company’s~~undersigned ~~press~~thereunto ~~release~~duly ~~is furnished as Exhibit 99~~authorized.~~1 to this Form 8-K and incorporated herein by reference.~~

The information furnished pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 furnished herewith, 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

			EAGLE PHARMACEUTICALS, INC.

Dated:	November 27, 2024	By:	/s/ Michael Graves
			Michael Graves Interim Principal Executive Officer

Item 8.01 Other Events.

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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Offer Letter, dated November 8, 2024, between Christopher Krawtschuk and the Company.
99.1		Press release dated November 12, 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 hereunto duly authorized.

Date: November 12, 2024
	EAGLE PHARMACEUTICALS, INC.
	By:	/s/ Michael Graves
		Michael Graves
		Interim Principal Executive Officer

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