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 Report (Date of earliest event reported): December ~~November 21~~2, 2024

Eagle Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36306	20-8179278
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

50 Tice Boulevard, Suite 315 Woodcliff Lake, NJ		07677
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area 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(s)		Name of each exchange on which registered
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 41.01 ~~Changes~~Entry ininto ~~Registrant's~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Dismissal~~The information set forth under “Item 3.03 Material Modification to Rights of ~~Independent~~Security ~~Registered~~Holders” ~~Public~~of this Current Report on Form 8-K is ~~Accounting~~incorporated ~~Firm~~into this Item 1.01 by reference.

OnItem ~~November 21, 2024, Eagle Pharmaceuticals, Inc~~3.~~, a~~03 ~~Delaware~~Material ~~corporation~~Modification ~~(the~~to ~~“Company”),~~Rights ~~dismissed Ernst & Young LLP (“EY”), the Company’s previous independent registered public accounting firm. The Audit Committee~~ of ~~the~~Security ~~Board of Directors (the “Audit Committee”) of the Company approved such dismissal~~Holders.

~~EY’s~~On ~~audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended~~ December ~~31,~~ ~~2022 and 2021~~2, ~~did not contain an adverse opinion or a disclaimer of opinion~~2024, ~~and~~Eagle ~~were not qualified or modified as to uncertainty~~Pharmaceuticals, ~~audit scope, or accounting principles when originally issued~~ Inc. ~~However, as previously disclosed,~~ (the ~~Audit Committee concluded that the~~ “Company’s”) ~~audited~~entered ~~consolidated~~into ~~financial~~Amendment ~~statements for the fiscal year ended December~~No. ~~31,~~1 ~~2022 and EY’s audit report thereon~~ (inthe ~~addition~~“Amendment”) to the ~~financial~~Rights ~~statements~~Agreement, ~~for~~dated ~~the other~~as ~~periods~~of ~~described below)~~October 30, 2024, ~~should~~by ~~no longer be relied upon~~ and ~~the~~between ~~financial statements should be restated. EY has not provided a report on~~ the Company’s ~~consolidated financial statements as of~~ and ~~for~~Equiniti ~~the~~Trust ~~fiscal~~Company, ~~year ended December 31~~LLC, ~~2023~~as ~~due~~rights toagent ~~the Company’s~~(as ~~previously~~amended, ~~disclosed reporting delays in connection with~~ the ~~restatement~~“Rights ~~process described below~~Agreement”).

AsThe ~~previously~~Amendment ~~disclosed,~~makes oncertain ~~December 12, 2023,~~technical ~~based~~amendments onto the ~~recommendation~~rights ~~of,~~ and ~~after~~obligations ~~consultation~~of ~~with,~~ the ~~Company’s~~Board ~~management,~~of ~~the~~Directors ~~Audit~~of ~~Committee concluded that~~ the Company’s ~~unaudited~~to ~~interim condensed consolidated financial statements for the quarter ended June 30, 2023, as previously~~administer ~~filed with the U.S. Securities~~ and ~~Exchange~~make ~~Commission~~determinations (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~~respect ~~Company’s~~to ~~management, concluded that~~ the ~~Company’s~~Rights ~~audited~~Agreement ~~financial statements for the fiscal year ended December 31, 2022,~~ and ~~unaudited financial statements for~~ the ~~quarters~~rights ~~ended~~issued ~~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~~thereunder. The ~~Company~~Rights ~~currently~~Agreement ~~intends~~otherwise ~~to restate its~~remains ~~financial~~unmodified ~~statements for the foregoing fiscal periods (the “Restatement”). In addition, the Company’s review~~ 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 weaknesses in ~~its~~full ~~internal~~force ~~control over financial reporting~~ and ~~expects~~effect ~~to conclude that one or more material weaknesses related to the foregoing matters existed~~ in ~~the~~accordance ~~Company’s~~with ~~internal~~its ~~control over financial reporting and that the Company’s disclosure controls and procedures were not effective for each of the foregoing fiscal periods~~terms.

~~During~~The ~~the~~foregoing ~~fiscal~~description ~~years 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~~Amendment ~~and EY on any matter of accounting principles~~does ~~or practices, financial statement disclosure, or auditing scope or procedure, which, if~~ not ~~resolved~~purport to ~~EY’s~~be ~~satisfaction,~~complete ~~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~~qualified in ~~Item~~its ~~304(a)(1)(v) of~~entirety ~~Regulation~~by ~~S-K,~~reference ~~except~~to ~~for~~ the ~~Restatement~~complete ~~and~~text ~~the~~of ~~material weaknesses described above. EY notified~~ the ~~Company that due to those material weaknesses~~Amendment, EYa ~~would~~copy ~~need to expand the scope~~ of ~~its~~which ~~audit~~is ~~procedures on the~~filed ~~financial statements~~ as ofExhibit 4.1 ~~and~~to ~~for~~this ~~the~~Current ~~years~~Report ~~ended~~on ~~December~~Form ~~31,~~8-K ~~2023~~ and ~~2022~~incorporated ~~(as~~by ~~restated)~~reference ~~which~~into ~~were~~this ~~not~~Item ~~completed prior to EY’s dismissal~~3. ~~The Audit Committee has discussed each of these matters with EY~~03.

The Company has authorized EY to respond fully to the inquiries of BDO (as defined below) concerning the subject matter of the items described herein.

The Company provided EY with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that EY furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of EY’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Appointment of Independent Registered Public Accounting Firm

On November 26, 2024, the Company engaged BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm to perform independent audit services for the Company’s 2022 and 2023 fiscal periods in addition to the fiscal year ending December 31, 2024. The Audit Committee approved such engagement.

During the fiscal years ended December 31, 2023 and 2022, as well as the subsequent interim periods through November 26, 2024, neither the Company nor anyone acting on its behalf consulted with BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company by BDO that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description	~~Description~~
	16.1		Letter from Ernst & Young LLP, dated November 27, 2024
4.1		Amendment No. 1, dated as of December 2, 2024, to Rights Agreement, dated as of October 30, 2024, by and between Eagle Pharmaceuticals, Inc. and Equiniti Trust Company, LLC, as rights agent.
104	~~104~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).	~~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:	November 27, 2024	By:	/s/ Michael Graves
Dated: December 2, 2024		By:	/s/ Michael Graves
			Michael Graves Interim Principal Executive Officer

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