UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
EXPLANATORY NOTE
On June 9, 2022, Eagle Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission (the “SEC”) to report the closing of the Company’s cash and share offer for the entire issued and to be issued share capital of Acacia Pharma Group plc, a public company organized under the laws of England and Wales (“Acacia Pharma”), effected by means of a court sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Acquisition”).
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The historical audited consolidated financial statements of Acacia Pharma as of December 31, 2021 and 2020 and for the years then ended and the notes related thereto, and the independent auditors’ report thereon, are filed as Exhibit 99.1 and Exhibit 23.1, respectively, to this Amendment No. 1 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company and Acacia Pharma for the six months ended June 30, 2022 and the year ended December 31, 2021, and the notes related thereto, each giving effect to the Acquisition, are included as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 99.1 | Audited consolidated financial statements of Acacia Pharma as of December 31, 2021 and 2020 and for the years then ended, and the notes related thereto. | |
| 99.2 | Unaudited pro forma condensed combined financial information of the Company and Acacia Pharma for the six months ended June 30, 2022 and the year ended December 31, 2021, and the notes related thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: August 25, 2022 | EAGLE PHARMACEUTICALS, INC. | |
| By: | /s/ Scott Tarriff | |
| Scott Tarriff | ||
| Chief Executive Officer | ||