UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
| Item 2.02 | Results of Operations and Financial Condition. |
On November 7, 2022, the Company issued the Original Press Release announcing its operating results for the third fiscal quarter ended September 30, 2022. The Updated Press Release was then issued on November 9, 2022 to correct errors contained in the “Condensed Consolidated Balance Sheets,” “Condensed Consolidated Statements of Operations,” “Condensed Consolidated Statements of Cash Flows,” “Reconciliation of GAAP to adjusted non-GAAP net income and adjusted non-GAAP earnings per share,” and “Reconciliation of GAAP to adjusted non-GAAP EBITDA” in the Original Press Release consisting of errors in the line items entitled “other assets,” “total assets,” “retained earnings,” “total stockholders’ equity,” “total liabilities and stockholders’ equity,” “other expense,” “total other expense, net,” “(loss) income before income tax (provision) benefit,” “net (loss) income,” “net income (loss),” “(loss) earnings per share attributable to common stockholders: basic,” “(loss) earnings per share attributable to common stockholders: diluted,” and “fair value adjustments on equity investment.” In addition, the narrative disclosure in the Updated Press Release corrected references to third quarter GAAP net loss (updated from $(3.5) million to $(7.1) million), third quarter GAAP net loss per basic and diluted share (updated from $(0.27) to $(0.54)), and nine-month 2022 GAAP net income per basic share (updated from $2.41 to $2.13) and per diluted share (updated from $2.38 to $2.11). All other information in the Original Press Release remained unchanged, including adjusted non-GAAP net income, adjusted non-GAAP basic and diluted earnings per share and adjusted non-GAAP EBITDA.
In connection with the corrections made in the Updated Press Release described above, the Company is also correcting its references to third quarter GAAP net loss and GAAP net loss per basic and diluted share made on its third quarter earnings call held on November 7, 2022, updated from $(3.5) million to $(7.1) million and $(0.27) to $(0.54), respectively. The other information disclosed on the earnings call remains unchanged, including adjusted non-GAAP net income, adjusted non-GAAP basic and diluted earnings per share and adjusted non-GAAP EBITDA.
A copy of the Updated Press Release is attached as Exhibit 99.1 to this Form 8-K/A and is incorporated herein by reference. The information contained in Item 2.02 of this Current Report on Form 8-K/A, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Updated Press Release of the Company, dated November 9, 2022. | |
| 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: November 9, 2022 | EAGLE PHARMACEUTICALS, INC. | |
| By: | /s/ Scott Tarriff | |
| Scott Tarriff | ||
| Chief Executive Officer | ||