UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
| N/A* |
| * | On April 11, 2024, our common stock was suspended from trading on The Nasdaq Stock Market LLC and began trading under the symbol “EIGRQ” on the maintained by the OTC Markets Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on April 1, 2024, Eiger BioPharmaceuticals, Inc. (the “Company”) and its direct subsidiaries filed voluntary petitions for relief (the “Bankruptcy Petitions”) under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) under the caption In re Eiger BioPharmaceuticals, Inc., et al, Case No. 24-80040 (the “Chapter 11 Cases”).
On April 17, 2024, following the completion of the auction held as part of the Company’s court-supervised sale process under Section 363 of the Bankruptcy Code for the sale of the Company’s Zokinvy asset, Sentynl Therapeutics, Inc. (“Sentynl”) was designated the winning bidder with a final bid during the auction of a base price in the amount of $46.1 million less a credit in the amount of $0.9 million for the termination fee resulting in a net base price in the amount of $45.2 million, subject to certain purchase price adjustments, including a reduction of $100,000 per diem if the sale closed after April 24, 2024. At a hearing held on April 23, 2024, the Bankruptcy Court approved the sale of the Company’s Zokinvy asset to Sentynl. The sale closed on May 3, 2024.
Under the terms of the acquisition, Sentynl acquired global rights to Zokinvy and will be responsible for its manufacture and commercialization.
| Item 8.01. | Completion of Acquisition or Disposition of Assets. |
During the pendency of the Chapter 11 Cases, in lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q under Section 13(a) of the Securities Exchange Act of 1934, as amended, the Company expects to file with the Securities and Exchange Commission, under cover of current reports on Form 8-K, copies of the monthly financial reports required to be filed with the Bankruptcy Court pursuant to rule 2015 of the Federal Rules of Bankruptcy Procedure, as well as any other material information concerning developments in its bankruptcy proceedings.
Cautionary Statements Regarding Trading in the Company’s Securities
The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. In particular, the Company expects that its securityholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
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.
| Eiger BioPharmaceuticals, Inc. | ||||||
| Dated: May 8, 2024 | ||||||
| By: | /s/ James Vollins | |||||
| James Vollins | ||||||
| General Counsel, Chief Compliance Officer & Corporate Secretary | ||||||
Document and Entity Information |
May 03, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 03, 2024 |
| Entity Registrant Name | EIGER BIOPHARMACEUTICALS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36183 |
| Entity Tax Identification Number | 33-0971591 |
| Entity Address Address Line 1 | Eiger BioPharmaceuticals, Inc. |
| Entity Address Address Line 2 | 2155 Park Blvd. |
| Entity Address City Or Town | Palo Alto |
| Entity Address State Or Province | CA |
| Entity Address Postal Zip Code | 94306 |
| City Area Code | 650 |
| Local Phone Number | 272-6138 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 |
| Trading Symbol | EIGRQ |
| Security Exchange Name | NONE |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001305253 |