Eagle Pharma adopts poison pill after Nasdaq delisting; triggers at 10% ownership

EAGLE PHARMACEUTICALS, INC.

Rights plan adopted with 10% (15% for passives) trigger; rights expire Oct 30, 2025.
Common stock delisted from Nasdaq Oct 3, 2024; now trades on OTC Expert Market under EGRX.
Stockholders of record Nov 11, 2024 receive one right per share; exercise price $10.00.
Company cites significant trading price dislocation and unsolicited third-party accumulations.
Board continues review of financing alternatives to address liquidity and capital structure.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EAGLE PHARMACEUTICALS, INC.: Certificate of Designation establishing Preferred Shares adopted (effective 2024-10-31).

Change: charter amendment
Effective: 2024-10-31

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001104659-24-112887

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