NONE false 0001305253 0001305253 2024-09-30 2024-09-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2024

 

 

EIGER BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36183   33-0971591

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Eiger BioPharmaceuticals, Inc.

2155 Park Blvd.

Palo Alto, California 94306

(Address of principal executive offices, including zip code)

(650) 272-6138

(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
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001   EIGRQ*   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 OTC Pink Marketplace 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 1.03.

Bankruptcy or Receivership.

As previously disclosed, on April 1, 2024, Eiger BioPharmaceuticals, Inc. (the “Company”) and its direct subsidiaries (together the “Debtors”) filed voluntary petitions for relief under chapter 11 of Title 11 of the United States 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.

As previously disclosed, on September 5, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Fifth Amended Joint Plan of Liquidation of Eiger BioPharmaceuticals, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). Copies of the Plan and the Confirmation Order were attached as Exhibit 2.1 and Exhibit 99.1, respectively, to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 9, 2024, and are incorporated herein by reference. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined shall have the meanings given to such terms in the Plan.

The Plan became effective in accordance with its terms on September 30, 2024 (the “Effective Date”), on which date (1) all Conditions Precedent to the Effective Date have been satisfied or waived in accordance with the Plan and (2) no stay of the Confirmation Order is in effect. On the Effective Date, the Company filed a Notice of Effective Date of the Plan (the “Notice of Effective Date”) with the Bankruptcy Court. On the Effective Date, pursuant to the Plan, all of the issued and outstanding shares of the Company’s common stock were deemed cancelled and of no further force or effect and the obligations of the Debtors thereunder were deemed fully satisfied, released, and discharged and, as applicable, were deemed to have been surrendered to the Liquidating Trustee. Each holder of an Existing Equity Interest shall be entitled to receive, in full and final satisfaction, settlement, release and discharge of such Existing Equity Interest, its pro rata share of the Existing Equity Interest Recovery Pool, if any.

A copy of the Notice of Effective Date is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 3.03.

Material Modification to Rights of Security Holders.

To the extent applicable to this Item 3.03, the information set forth under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 8.01.

Other Events.

The Company intends promptly file a Form 15 with the Securities and Exchange Commission and suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the Securities and Exchange Commission, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Notice of Effective Date
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.

 

    Eiger BioPharmaceuticals, Inc.
Dated: October 1, 2024     By:  

/s/ James Vollins

      James Vollins
      General Counsel, Chief Compliance Officer & Corporate Secretary

Exhibit 99.1

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SIDLEY AUSTIN LLP    SIDLEY AUSTIN LLP
William E. Curtin (admitted pro hac vice)    Thomas R. Califano (TX Bar No. 24122825)
Anne G. Wallice (admitted pro hac vice)    2021 McKinney Avenue, Suite 2000
787 Seventh Avenue    Dallas, Texas 75201
New York, NY 10019    Telephone:    (214) 981-3300
Telephone:    (212) 839-5300    Facsimile:    (214) 981-3400
Facsimile:    (212) 839-5599    Email:    tom.califano@sidley.com
Email:    wcurtin@sidley.com      
   anne.wallice@sidley.com      

Attorneys for the Debtors

and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

 

 
In re:      Chapter 11
 
EIGER BIOPHARMACEUTICALS, INC.,      Case No. 24-80040 (SGJ)
et al.1     
       (Jointly Administered)
Debtors.     
      

NOTICE OF OCCURRENCE OF EFFECTIVE DATE OF FIFTH AMENDED JOINT

PLAN OF LIQUIDATION OF EIGER BIOPHARMACEUTICALS, INC. AND ITS

DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

TO ALL CREDITORS, INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that, on September 5, 2024, the United States Bankruptcy Court for the Northern District of Texas (the “Court”) entered the Order Approving the Debtors’ Amended Disclosure Statement and Confirming the Fifth Amended Joint Plan of Liquidation of Eiger Biopharmaceuticals, Inc. and its Debtor Affiliates [Docket No. 639] (the “Confirmation Order”) confirming the Fifth Amended Joint Plan of Liquidation of Eiger BioPharmaceuticals, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 635-1] (as may be altered, amended, modified, or supplemented from time to time, including all exhibits and schedules thereto, the “Plan”).2

 

1 

The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are: Eiger BioPharmaceuticals, Inc. (1591); EBPI Merger Inc. (9986); EB Pharma LLC (8352); Eiger BioPharmaceuticals Europe Limited (N/A); and EigerBio Europe Limited (N/A). The Debtors’ service address is 2100 Ross Avenue, Dallas, Texas 75201.

2 

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

 

1


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PLEASE TAKE FURTHER NOTICE that, on September 30, 2024, the Effective Date of the Plan occurred. Each of the conditions precedent to consummation enumerated in Article IX of the Plan have been satisfied or waived in accordance with the Plan and the Confirmation Order.

PLEASE TAKE FURTHER NOTICE that the Court has approved certain release, exculpation, injunction, and related provisions in Article IX of the Plan.

PLEASE TAKE FURTHER NOTICE that, on the Effective Date, except as otherwise set forth in the Plan or Confirmation Order, the terms of the Plan became effective and enforceable and deemed binding upon the Debtors, the Plan Administrator, the Liquidation Trustee, any and all Holders of Claims and Interests (regardless of whether such Holders of Claims or Interests accepted or rejected, or were deemed to have accepted or rejected, the Plan), all Entities that are parties to or subject to the settlements, compromises, releases, and injunctions described in the Plan, each Entity acquiring property under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory Contracts and/or Unexpired Leases with the Debtors.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Plan and the Confirmation Order, the deadline for filing requests for payment of Administrative Claims (other than Professional Compensation Claims) shall be 5:00 p.m. prevailing Central Time on the date that is thirty (30) days after the Effective Date, unless otherwise ordered by the Court.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Article V of the Plan and the Confirmation Order, except as otherwise provided in the Plan or Confirmation Order or otherwise identified on the Schedule of Assumed Executory Contracts and Unexpired Leases, all Executory Contracts and/or Unexpired Leases not otherwise assumed, assumed and assigned, or rejected pursuant to an order of the Bankruptcy Court, will be deemed rejected, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code.

PLEASE TAKE FURTHER NOTICE that all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts and/or Unexpired Leases, pursuant to the Plan or Confirmation Order, if any, must be Filed with the Notice and Claims Agent and served upon counsel to the Plan Administrator and the Liquidating Trustee within thirty (30) days of the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan and Confirmation Order that are not timely Filed within thirty (30) days of the Effective Date will be disallowed automatically, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, the Estates, the Plan Administrator, or the Liquidating Trustee, or any of their respective assets and properties.

PLEASE TAKE FURTHER NOTICE that the Plan and the Confirmation Order contain other provisions that may affect your rights. You are encouraged to review the Plan and the Confirmation Order in their entirety.

 

2


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PLEASE TAKE FURTHER NOTICE that copies of the pleadings may be obtained (i) at the website established by the Debtors’ notice and claims agent, Verita Global f/k/a Kurtzman Carson Consultants, LLC at https://veritaglobal.net/Eiger, (ii) from the Court’s website at http://www.txnb.uscourts.gov via ECF/Pacer, or (iii) upon request to the undersigned.

 

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, PLEASE CONTACT THE NOTICE AND CLAIMS AGENT.

[Remainder of page intentionally left blank.]

 

3


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Dated: September 30, 2024

Dallas, Texas

 

/s/ Thomas R. Califano

SIDLEY AUSTIN LLP
Thomas R. Califano (TX Bar No. 24122825)
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
Telephone:   (214) 981-3300
Facsimile:   (214) 981-3400
Email:   tom.califano@sidley.com
and  
William E. Curtin (admitted pro hac vice)
Anne G. Wallice (admitted pro hac vice)
787 Seventh Avenue
New York, NY 10019
Telephone:   (212) 839-5300
Facsimile:   (212) 839-5599
Email:   wcurtin@sidley.com
  anne.wallice@sidley.com

Attorneys for the Debtors

and Debtors in Possession


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Certificate of Service

I certify that on September 30, 2024, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern District of Texas.

 

/s/ Thomas R. Califano

Thomas R. Califano

v3.24.3
Document and Entity Information
Sep. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 30, 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

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