WOODCLIFF LAKE, N.J., Oct. 30, 2026 (GLOBE NEWSWIRE) — Eagle Pharmaceuticals, Inc. (OTCMKTS: EGRX) (the “Company” or “Eagle”) today announced that its Board of Directors (the “Board”) has adopted an amendment (the “Amendment”) to its existing limited duration stockholder rights plan (as amended, the “Rights Plan”) to extend the duration of the Rights Plan by one year to October 30, 2027, effective immediately.
The amendment to the Rights Plan was adopted in response to the ongoing significant dislocation in the trading price of the Company’s common stock. The amendment will have the effect of increasing the potential dilution an Acquiring Person would potentially face if the Rights Plan were triggered. Accordingly, the Rights Plan, as amended, is intended to enable all of the Company’s stockholders to have the opportunity to realize the long-term value of their investment and reduce the likelihood that any person or group gains control of the Company through open market accumulation or other means without appropriately compensating all stockholders or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders.
The Board did not adopt the extension to the Rights Plan in response to a specific takeover threat. In addition, the Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal, if the Board believes that it is in the best interests of the Company and all of its stockholders.
The Rights Plan, as amended, will automatically expire on October 30, 2027, unless the rights are earlier redeemed or exchanged by the Company. The Rights will be exercisable only if a person or group (an “Acquiring Person”) acquires or launches a tender or exchange offer to acquire beneficial ownership (which includes certain synthetic equity interests) of 10% or more of Eagle’s outstanding common stock (15% in the case of a passive institutional investor as described in the Rights Plan). Any stockholders with beneficial ownership of Eagle’s outstanding common stock above the applicable threshold as of the time of the initial announcement of the Rights Plan on October 30, 2024 are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. Once the Rights become exercisable, pursuant to the Rights Plan, each Right will entitle its holder (other than any Acquiring Person, whose Rights will become void) to purchase, for $20.00, additional shares of Eagle’s common stock having a market value of twice such exercise price. In addition, the Rights Plan has customary flip-over and exchange features. Except as otherwise set forth in the Amendment, the terms of the Rights Plan are unchanged and remain in full force and effect.
Eagle’s stockholders do not need to take any further action with respect to the rights or the Rights Plan at this time.
About Eagle Pharmaceuticals, Inc.
Eagle is a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise. Eagle is committed to developing innovative medicines that result in meaningful improvements in patients’ lives. Eagle’s commercialized products include PEMFEXY®, BENDEKA®, BELRAPZO®, TREAKISYM® (Japan), and BYFAVO® through its wholly owned subsidiary Acacia Pharma Inc. Eagle’s oncology and CNS/metabolic critical care pipeline includes product candidates with the potential to address underserved therapeutic areas across multiple disease states, and the company is focused on developing medicines with the potential to become part of the personalized medicine paradigm in cancer care. Additional information is available on Eagle’s website at www.eagleus.com.
Forward-Looking Statements
This press release contains “forward-looking statements” regarding future events or the Company’s future financial performance. These statements are not historical facts and may be identified by words such as “anticipate,” “will,” “would,” “could,” “may,” “intend,” “remain,” “regain,” “maintain,” “potential,” “prepare,” “expect,” “believe,” “plan,” “seek,” “continue,” “goal,” “estimate,” and similar expressions. They include statements regarding the impacts of adopting the Rights Plan, including its ability to protect stockholders’ ability to realize the long-term value of their investment and provide the Board with sufficient time to make informed judgments and act in the best interests of the Company and its stockholders; and the Company’s review of potential financing and other alternatives, including the types of arrangements or transactions it may pursue, the scope and timing of the review, the potential value of any arrangements or transactions and the review’s outcome. These statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include: global economic and political conditions, including geopolitical factors and conflicts; reliance on third parties to manufacture commercial supplies of the Company’s products and clinical supplies of its product candidates; delays or uncertainties in obtaining, or failure to obtain, regulatory approval of the Company’s or its partners’ product candidates; compliance with U.S. Food and Drug Administration, European Medicines Agency and other governmental agencies applicable to product approvals; changes in the regulatory environment and applicable laws and regulations; the Company’s ability to market and commercialize its products successfully; the success of its relationships with partners; limitations on trading of its common stock on the OTC Expert Market and impacts on its stock price and reputation; its ability to recruit, hire and retain key personnel; the outcome of litigation and other legal proceedings and the risk of additional proceedings; the strength and enforceability of the Company’s intellectual property rights or those of third parties; competition from pharmaceutical and biotechnology companies and generic entrants; unexpected safety or efficacy data from clinical trials; lower-than-expected clinical trial site activation or enrollment rates; risks inherent in drug development and clinical trials; inaccuracies in estimates or judgments relating to critical accounting policies or other estimates or projections; and other unanticipated factors that may affect the Company’s financial and business projections or cause actual results to differ materially from estimates and projections. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date they are made. Except as required by law, the Company undertakes no obligation to update them to reflect subsequent events or circumstances.
CONTACT: Media Contact:
Amy M. Hancock
Senior Manager, Investor Relations
ahancock@eagleus.com
