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): August 130, 2024

EIGER BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36183

33-0971591

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Eiger BioPharmaceuticals, Inc.

2155 Park Blvd.

Palo Alto, California 94306

(Address of principal executive offices, including zip code)

(650) 272-6138

(Registrant’s telephone number, including area code)

Not Applicable

(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, par value $0.001

EIGRQ*

N/A*

*	On April 11, 2024, our common stock was suspended from trading on The Nasdaq Stock Market LLC and began trading under the symbol “EIGRQ” on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.

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. ☐

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

As previously disclosed, on April 1, 2024, Eiger BioPharmaceuticals, Inc. (the “Company”) and its direct subsidiaries filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code ~~(the “Bankruptcy Code”)~~ in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) under the caption In re Eiger BioPharmaceuticals, Inc., et al, Case No. 24-80040 (the “Chapter 11 Cases”).

~~Lonafarnib~~On ~~Antiviral~~August 30, ~~Asset~~2024, ~~Purchase~~the ~~Agreement~~Company and its direct subsidiaries filed monthly operating reports (the “Monthly Operating Reports”), with the Bankruptcy Court for the reporting month ended July 31, 2024. Copies of such Monthly Operating Reports are attached hereto as Exhibit 99.1.

OnCautionary ~~August~~Note 1,Regarding ~~2024,~~ the ~~Company~~Monthly ~~entered~~Operating ~~into~~Reports an asset purchase agreement (the “Lonafarnib Antiviral Asset Purchase Agreement”) with Eiger InnoTherapeutics, Inc. (the “Purchaser”), pursuant to which the Purchaser has agreed to purchase, assume and accept from the Company all of the rights, title and interests in, to and under the assets and interests used in the business related to the development, manufacture, and commercialization of certain lonafarnib antiviral products (the “Lonafarnib Antiviral Transferred Assets”), including certain manufacturing contracts, subject to the Bankruptcy Court’s approval.

~~Under~~The Company cautions investors and potential investors not to place undue reliance upon the ~~Lonafarnib~~information ~~Antiviral Asset Purchase~~contained ~~Agreement,~~in the ~~Purchaser~~Monthly ~~has~~Operating ~~agreed~~Reports, ~~subject~~which towere not prepared for the ~~Bankruptcy~~purpose ~~Court’s~~of ~~approval,~~providing the basis for an investment decision relating to ~~acquire~~any of the ~~Lonafarnib~~Company’s ~~Antiviral Transferred~~securities. ~~Assets~~The ~~for~~Monthly ~~$5.2 million~~Operating ~~plus~~Reports aare ~~portion~~limited ofin scope and have been prepared solely for the ~~cure~~purpose ~~costs~~of complying with ~~respect~~requirements toof ~~assigned~~the ~~contracts~~Bankruptcy ~~(which~~Court. ~~portion~~The ~~may~~Monthly beOperating upReports toare ~~$0.18~~not ~~million,~~reviewed ~~$0.38~~by ~~million~~independent accountants, ~~$2.18~~are ~~million~~in ora ~~$2.38~~format ~~million~~prescribed ~~depending~~by onapplicable ~~certain~~bankruptcy ~~circumstances)~~laws, and ~~the~~are ~~assumption~~subject ofto ~~specified~~future ~~liabilities~~adjustment. ~~related~~The tofinancial information in the ~~Lonafarnib~~Monthly ~~Antiviral Transferred~~Operating ~~Assets.~~Reports ~~The~~is ~~Lonafarnib~~not ~~Antiviral Asset~~prepared ~~Purchase~~in ~~Agreement~~accordance ~~includes~~with ~~customary~~accounting ~~representations~~principles ~~and~~generally ~~warranties~~accepted ~~and~~in ~~various~~the ~~customary~~United ~~covenants~~States (“GAAP”) and, ~~closing~~therefore, ~~conditions~~may ~~under~~exclude ~~the~~items ~~circumstances~~required ~~that~~by ~~are~~GAAP, ~~subject~~such toas certain ~~limitations~~reclassifications, ~~including~~eliminations, ~~without limitation~~accruals, avaluations ~~termination~~and ~~fee~~disclosures. The Monthly Operating Reports also relate to periods that are different from the historical periods required in the Company’s reports filed pursuant to the Securities Exchange Act of 1934, ~~expense~~as ~~reimbursement~~amended, ~~and~~or ~~certain~~the ~~third-party~~Exchange ~~consents~~Act.

~~The~~Limitation foregoing description of the Lonafarnib Antiviral Asset Purchase Agreement is a summary only, is not complete, and is qualified in its entirety by reference to the full text of the Lonafarnib Antiviral Asset Purchase Agreement, a copy of which is attached to this Current Report on ~~Form~~Incorporation ~~8-K as Exhibit 10.1 and is incorporated herein~~ by ~~reference.~~Reference

~~Peginterferon~~In ~~Lambda~~accordance ~~Asset~~with ~~Purchase~~General ~~Agreement~~Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

On August 1, the Company entered into an asset purchase agreement (the “Peginterferon Lambda Asset Purchase Agreement,” and collectively with the Lonafarnib Antiviral Asset Purchase Agreement, the “Asset Purchase Agreements”) with the Purchaser, pursuant to which the Purchaser has agreed to purchase, assume and accept from the Company all of the rights, title and interests in, to and under the assets and interests used in the business related to the development, manufacture, and commercialization of certain PEG-interferon lambda-1a products (the “Peginterferon Lambda Transferred Assets” and collectively with the Lonafarnib Antiviral Transferred Assets, the “Transferred Assets”), including certain manufacturing contracts, subject to the Bankruptcy Court’s approval.

Under the Peginterferon Lambda Asset Purchase Agreement, the Purchaser has agreed, subject to the Bankruptcy Court’s approval, to acquire the Peginterferon Lambda Transferred Assets for $1.0 million plus up to $0.27 million of cure costs with respect to assigned contracts and the assumption of specified liabilities related to the Peginterferon Lambda Transferred Assets. The Peginterferon Lambda Asset Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions under the circumstances that are subject to certain limitations, including, without limitation, expense reimbursement and certain third-party consents.

The foregoing description of the Peginterferon Lambda Asset Purchase Agreement is a summary only, is not complete, and is qualified in its entirety by reference to the full text of the Peginterferon Lambda Asset Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. In particular, the Company expects that its securityholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements regarding the anticipated process for the approval of the Asset Purchase Agreements; the Company’s expectations regarding the Asset Purchase Agreements; the Company’s ability to complete the transactions or actions contemplated by the Asset Purchase Agreements; the Company’s intention to continue operations during the Chapter 11 Cases; and other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 Cases and to maintain contracts that are critical to its operations; the effect of the filing of the Chapter 11 Cases and any sales of all or some of the Company’s assets on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 Cases or the potential sale of all or some of the Company’s assets, including the Transferred Assets; uncertainty regarding obtaining the Bankruptcy Court’s approval of the Transferred Assets or other conditions to the potential sale of the Transferred Assets; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

~~Item~~ 9statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events.01 ~~Financial~~The ~~Statements~~Company’s forward-looking statements in this Form 8-K include, but are not limited to, the Company’s intention to continue operations during the Chapter 11 Cases; and ~~Exhibits~~other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the outcome of the Chapter 11 Cases; the Company’s financial projections and cost estimates; the Company’s ability to raise additional funds during the Chapter 11 Cases; and risks associated with the Company’s business prospects, financial results and business operations. These and other factors that may affect the Company’s future business prospects, results and operations are identified and described in more detail in the Company’s filings with the SEC, including the Company’s most recent Annual Report filed on Form 10-K and the subsequently filed amendment thereto on Form 10-K/A. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
ExhibitNo.		Description
10.1		Lonafarnib Antiviral Asset Purchase Agreement, dated August 1, 2024, by and between Eiger InnoTherapeutics, Inc. and Eiger BioPharmaceuticals, Inc.*
99.1		Monthly Operating Reports for the month ended July 31, 2024, dated August 30, 2024.
10.2		Peginterferon Lambda Asset Purchase Agreement, dated August 1, 2024, by and between Eiger InnoTherapeutics, Inc. and Eiger BioPharmaceuticals, Inc.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing.

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.

Eiger BioPharmaceuticals, Inc.

Dated: August 2, 2024

Dated: September 3, 2024

/s/ James Vollins

James Vollins

General Counsel, Chief Compliance Officer & Corporate Secretary

Filing Compare · Eiger BioPharmaceuticals, Inc.