Eagle Pharmaceuticals, Inc. (NASDAQ:EGRX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Entry into a Material Definitive
Agreement.
On November16, 2016, Eagle Pharmaceuticals,Inc. (Eagle)
completed its previously announced acquisition (the
Acquisition) of Arsia Therapeutics,Inc. (Arsia) to
a Stock Purchase Agreement (the Purchase Agreement) with
Arsia Therapeutics, LLC (the Seller), Arsia, Amy Schulman,
as the Seller Representative, and each other holder of limited
liability company interests of the Seller who executed a joinder
thereto and became a party to the Purchase Agreement, dated
November10, 2016. to the Purchase Agreement, Eagle purchased all
of the outstanding capital stock of Arsia from the Seller.
Upon the closing of the Acquisition, Eagle paid (a)an amount
equal to$27,209,270.43 in cash (subject to certain adjustments
related to Arsias debt, transaction expenses and cash adjustments
at closing) and (b)40,200 unregistered shares of Eagles common
stock (the Stock Consideration). to the Purchase
Agreement, all of the recipients of Eagles common stock signed a
lock-up agreement that, among other things, provides for a
lock-up period of 12 months for all of the shares of Eagle common
stock issued in connection with the closing or the Milestone
Payments (as defined below).
Eagle has also agreed to pay up to an additional $48 million to
the Seller upon achievement of certain clinical, regulatory and
development milestones (collectively, the Milestone
Payments), subject to acceleration under certain
circumstances described in the Purchase Agreement. The Milestone
Payments will be in cash, shares of Eagles common stock, or a
combination of both, at the election of the Seller or Seller
Representative, as applicable. For purposes of paying the
Milestone Payments, the shares of Eagles common stock will be
valued based on the average of the closing sale prices per share
of Eagles common stock as reported on The NASDAQ Stock Market (or
other national exchange upon which the Eagles common stock is
then listed) for the thirty (30) trading days prior to the date
such milestone is achieved or consummated, as applicable, and the
thirty (30) trading days including and following the date such
milestone is achieved or consummated, as applicable.
The foregoing summary of the Purchase Agreement is subject to,
and qualified in its entirety by, the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit2.1 and
is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity
Securities.
to the Purchase Agreement described in Item 2.01 of this Current
Report on Form8-K, which description is incorporated herein by
reference thereto, Eagle issued the Stock Consideration at the
closing to the Closing Share Recipients (as defined in the
Purchase Agreement). The issuance of the Stock Consideration was
not registered under the Securities Act of 1933, as amended (the
Securities Act), and therefore may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements. Eagle is relying on the
exemption from federal registration under Section4(a)(2)of the
Securities Act and/or Rule506 promulgated thereunder.
Item 9.01 Financial Statements and
Exhibits.
(a)Financial statements of businesses acquired.
Eagle intends to file the financial statements relating to the
Acquisition described in Item 2.01 above under cover of Form8-K/A
with the Securities and Exchange Commission (the
Commission) no later than 71 calendar days after the date
this Current Report on Form8-K was required to be filed.
(b)Pro forma financial information.
Eagle intends to furnish pro forma financial information relating
to the Acquisition described in Item 2.01 above under cover of
Form8-K/A with the Commission no later than 71 calendar days
after the date this Current Report on Form8-K was required to be
filed.
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ExhibitNo. |
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Description |
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2.1 |
Purchase Agreement, dated as of November10, 2016, by and |
About Eagle Pharmaceuticals, Inc. (NASDAQ:EGRX)