Eagle Pharmaceuticals Board Extends Limited Duration Stockholder Rights Plan

Rhea-AI Summary

Eagle Pharmaceuticals (OTCMKTS: EGRX) announced that its Board amended and extended the company’s limited duration stockholder rights plan by one year to October 30, 2026, effective immediately.

The amendment was made in response to ongoing significant trading-price dislocation and increases the potential dilution an acquirer would face if the plan is triggered. Rights become exercisable if a person or group acquires ≥10% beneficial ownership (or ≥15% for passive institutional investors). Grandfathered holders above the thresholds remain at current levels but may not increase ownership without triggering the plan.

Each exercisable Right permits purchase for $20.00 of shares with a market value equal to twice that price; the Rights Plan will expire automatically on October 30, 2026 unless redeemed or exchanged earlier.

Positive

• One-year extension of Rights Plan to October 30, 2026
• Trigger thresholds set at 10% (general) and 15% (passive institutions)
• Exercise price $20.00 with share value equal to twice exercise price

Negative

• Extension increases potential dilution for unsolicited acquirers if triggered
• May deter activist investors or limit open-market accumulation near thresholds
• Grandfathering prevents increased ownership above thresholds, restricting some investors

WOODCLIFF LAKE, N.J., Oct. 30, 2025 (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, 2026, 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, 2026, 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®, RYANODEX®, BENDEKA®, BELRAPZO®, TREAKISYM® (Japan), and BYFAVO® and BARHEMSYS® 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 our future financial performance. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,” “intend,” “remain,” “regain,” “maintain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “seek,” “continue,” “goal,” “estimate,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements with respect to: the impacts of the adoption of the Rights Plan, including the ability of the Rights Plan to protect stockholders’ ability to realize the long-term value of their investment and to effectively provide the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders, and expectations regarding the Company’s process to review potential financing and other alternatives, including the types of arrangements or transactions, if any, that the Company may determine to pursue, the scope and timing of such review process, the potential value of any such arrangements or transactions and the outcome of such review process. All such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include, but are not limited to: global economic and political conditions; the Company’s reliance on third parties to manufacture commercial supplies of its products and clinical supplies of its product candidates; delay in or failure to obtain regulatory approval of the Company’s or its partners’ product candidates and successful compliance with Federal Drug Administration, European Medicines Agency and other governmental regulations applicable to product approvals; changes in the regulatory environment; the uncertainties and timing of the regulatory approval process; whether the Company can successfully market and commercialize its products; the success of the Company's relationships with its partners; changes in applicable laws and regulations; the limitations on trading of the Company’s common stock related to the Company’s trading on the OTC Expert Market; the impact on the price of the Company’s common stock and the Company’s reputation; the Company’s ability to remediate material weaknesses in its internal control over financial reporting; the Company’s ability to recruit, hire and retain key personnel; the ability of the Company to realize the anticipated benefits of its plan designed to improve operational efficiencies and realign its sales and marketing expenditures and the impacts thereof; the Company’s reliance on third parties to manufacture commercial supplies of its products and clinical supplies of its product candidates; the impacts of geopolitical factors such as the conflicts between Russia and Ukraine and Hamas, Iran and Israel; delay in or failure to obtain regulatory approval of the Company’s or its partners’ product candidates and successful compliance with Federal Drug Administration, European Medicines Agency and other governmental regulations applicable to product approvals; changes in the regulatory environment; the uncertainties and timing of the regulatory approval process; whether the Company can successfully market and commercialize its products; the success of the Company's relationships with its partners; the outcome of litigation and other legal proceedings and the risk of additional litigation and legal proceedings; the strength and enforceability of the Company’s intellectual property rights or the rights of third parties; competition from other pharmaceutical and biotechnology companies and competition from generic entrants into the market; unexpected safety or efficacy data observed during clinical trials; clinical trial site activation or enrollment rates that are lower than expected; the risks inherent in drug development and in conducting clinical trials; risks inherent in estimates or judgments relating to the Company’s critical accounting policies, or any of the Company’s estimates or projections, which may prove to be inaccurate; and unanticipated factors in addition to the foregoing that may impact the Company’s financial and business projections and may cause the Company’s actual results and outcomes to materially differ from its estimates and projections. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Relations Contact

Lisa M. Wilson 
T: 212-452-2793
E: lwilson@insitecony.com

FAQ

What did Eagle Pharmaceuticals (EGRX) announce on October 30, 2025?

Eagle announced an amendment extending its limited duration stockholder rights plan by one year to October 30, 2026, effective immediately.

How does the EGRX Rights Plan trigger and what are the ownership thresholds?

The Rights become exercisable if a person or group acquires beneficial ownership of 10% or more of outstanding common stock, or 15% for passive institutional investors.

What is the exercise price and economic effect of each Right under EGRX's plan?

Each exercisable Right lets its holder (other than an Acquiring Person) buy shares for $20.00 with a market value equal to twice that exercise price.

When will the EGRX Rights Plan expire if not redeemed?

The Rights Plan will automatically expire on October 30, 2026 unless the rights are redeemed or exchanged earlier.

Are existing large shareholders affected by the EGRX extension?

Shareholders with ownership above the applicable threshold as of the initial Rights Plan announcement on October 30, 2024 are grandfathered at current levels but cannot increase ownership without triggering the plan.

Does the EGRX Rights Plan prevent the Board from accepting acquisition offers?

No; the Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes it is in the best interests of the company and stockholders.