Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, Endo International plc (the "Company") received a
letter (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that
in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had
determined that the Company's common stock would be delisted from Nasdaq. In
accordance with the Notice, trading of the Company's common stock was suspended
at the opening of business on August 26, 2022. Nasdaq has indicated to the
Company that it intends to file a Form 25-NSE with the Securities and Exchange
Commission promptly which will remove the Company's securities from listing and
registration on Nasdaq.
As a result of the suspension and expected delisting, the Company's common stock
began trading exclusively on the over-the-counter ("OTC") market on August 26,
2022. On the OTC market, shares of the Company's common stock, which previously
traded on the Nasdaq under the symbol ENDP, trade under the symbol ENDPQ.
Item 8.01 Other Events.
On August 9, 2022, the Company announced that it completed a calculation
indicating that the net assets of the Company, on an unconsolidated standalone
basis and in accordance with the Irish Companies Act 2014 and Financial
Reporting Standard 102, the financial reporting standard applicable in the UK
and Republic of Ireland, are half or less of the amount of its called-up share
capital. Pursuant to Section 1111 of the Irish Companies Act 2014
("Section 1111"), where the net assets of a public limited company ("PLC") are
half or less of the amount of the PLC's called-up share capital, the directors
of the PLC shall, not later than 28 days after the earliest day on which that
fact is known to a director of the PLC, duly convene an extraordinary general
meeting of the PLC for the purpose of considering whether any, and if so what,
measures should be taken to deal with the situation.
In compliance with Section 1111, on August 29, 2022, the Company mailed to its
shareholders of record, as of August 22, 2022, notice of an extraordinary
general meeting to be convened on September 29, 2022 (the "EGM"). No resolutions
are being proposed at the EGM and no substantive matter will be presented for a
vote or otherwise acted upon at the EGM. A copy of the notice mailed by the
Company convening the EGM is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Cautionary Information Regarding Trading in the Company's Securities.
The Company continues to face certain risks and uncertainties that have been
affecting its business and operations, and these risks and uncertainties may
affect the Company's ability to enter into a sale transaction and could impact
the outcome of the Company's voluntary petitions for relief under chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York (collectively, the "Chapter 11 Filings"). Holders of the
Company's equity securities will likely be entitled to little or no recovery on
their investment following the Chapter 11 Filings, and recoveries to other
stakeholders cannot be determined at this time. The Company cautions that
trading in the Company's securities given the pendency of the Chapter 11 Filings
is highly speculative and poses substantial risks. Trading prices for the
Company's securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company's securities in the Chapter 11
Filings. Accordingly, the Company urges extreme caution with respect to existing
and future investments in its securities.
Forward-looking statements
Certain information in this Current Report on Form 8-K (including Exhibit 99.1
hereto) may be considered "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and any applicable Canadian
securities legislation, including, but not limited to, statements with respect
to the restructuring support agreement and the sale transaction, the Chapter 11
proceedings and recognition proceedings, and any other statements that refer to
our expected, estimated or anticipated future results or that do not relate
solely to historical facts. Statements including words or phrases such as
"believe," "expect," "anticipate," "intend," "estimate," "plan," "will," "may,"
"look forward," "intend," "guidance," "future," "potential" or similar
expressions are forward-looking statements. All forward-looking statements in
this communication reflect Endo's current views as of the date of this
communication about its plans, intentions, expectations, strategies and
prospects, which are based on the information currently available to it and on
assumptions it has made. Actual results may differ materially and adversely from
current expectations based on a number of factors, including, among other
things, the following: the outcome of our contingency planning and restructuring
activities; the timing, impact or results of any pending or future litigation,
investigations, proceedings or claims, including opioid, tax and antitrust
related matters; actual or contingent liabilities; settlement discussions or
negotiations; the Company's liquidity, financial performance, cash position and
operations; the Company's strategy; risks and uncertainties associated with
Chapter 11 proceedings; the negative impacts on the Company's businesses as a
result of filing for and operating under Chapter 11 protection; the time, terms
and ability to confirm a sale of the Company's businesses under Section 363 of
the U.S. Bankruptcy Code; the adequacy of the capital resources of the Company's
businesses and the difficulty in forecasting the liquidity requirements of the
operations of the Company's businesses; the unpredictability of the Company's
financial results while in Chapter 11 proceedings; the Company's ability to
discharge claims in Chapter 11 proceedings; negotiations with the holders of the
Company's indebtedness and its trade creditors and other significant creditors;
risks and uncertainties with performing under the terms of the restructuring
support agreement and any other arrangement with lenders or creditors while in
Chapter 11 proceedings; the Company's ability to conduct business as usual; the
Company's ability to continue to serve customers, suppliers and other business
partners at the high level of service and performance they have come to expect
from the Company; the Company's ability to continue to pay employees, suppliers
and vendors; the ability to control costs during Chapter 11 proceedings; adverse
litigation; the risk that the Company's Chapter 11 Cases may be converted to
cases under Chapter 7 of the Bankruptcy Code; the Company's ability to secure
operating capital; the Company's ability to take advantage of opportunities to
acquire assets with upside potential; the Company's ability to execute on its
strategic plan to pursue, evaluate and close an asset sale of the Company's
businesses pursuant to Section 363 of the U.S. Bankruptcy Code; the impact of
competition, including the loss of exclusivity and generic competition for
VASOSTRICT®; our ability to satisfy judgments or settlements or pursue appeals
including bonding requirements; our ability to adjust to changing market
conditions; our ability to attract and retain key personnel; our inability to
maintain compliance with financial covenants and operating obligations which
would expose us to potential events of default under our outstanding
indebtedness; our ability to incur additional debt or equity financing for
working capital, capital expenditures, business development, debt service
requirements, acquisitions or general corporate or other purposes; our ability
to refinance our indebtedness; a significant reduction in our short-term or
long-term revenues which could cause us to be unable to fund our operations and
liquidity needs or repay indebtedness; supply chain interruptions or
difficulties; changes in competitive or market conditions; changes in
legislation or regulatory developments; our ability to obtain and maintain
adequate protection for our intellectual property rights; the timing and
uncertainty of the results of both the research and development and regulatory
processes, including regulatory decisions, product recalls, withdrawals and
other unusual items; domestic and foreign health care and cost containment
reforms, including government pricing, tax and reimbursement policies;
technological advances and patents obtained by competitors; the performance,
including the approval, introduction, and consumer and physician acceptance of
new products and the continuing acceptance of currently marketed products; our
ability to integrate any newly acquired products into our portfolio and achieve
any financial or commercial expectations; the impact that known and unknown side
effects may have on market perception and consumer preference for our products;
the effectiveness of advertising and other promotional campaigns; the timely and
successful implementation of any strategic initiatives; unfavorable publicity
regarding the misuse of opioids; the uncertainty associated with the
identification of and successful consummation and execution of external
corporate development initiatives and strategic partnering transactions; our
ability to advance our strategic priorities, develop our product pipeline and
continue to develop the market for QWO® and other products; and our ability to
obtain and successfully manufacture, maintain and distribute a sufficient supply
of products to meet market demand in a timely manner. In addition, U.S. and
international economic conditions, including consumer confidence and debt
levels, taxation, changes in interest and currency exchange rates, international
relations, capital and credit availability, the status of financial markets and
institutions, the impact of and response to the ongoing COVID-19 pandemic and
the impact of continued economic volatility, can materially affect our results.
Therefore, the reader is cautioned not to rely on these forward-looking
statements. Endo expressly disclaims any intent or obligation to update these
forward-looking statements, except as required to do so by law.
Additional information concerning risk factors, including those referenced
above, can be found in press releases issued by Endo, as well as Endo's public
periodic filings with the U.S. Securities and Exchange Commission and with
securities regulators in Canada, including the discussion under the heading
"Risk Factors" in Endo's most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q or other filings with the U.S.
Securities and Exchange Commission. Copies of Endo's press releases and
additional information about Endo are available at www.endo.com or you can
contact the Endo Investor Relations Department at relations.investor@endo.com.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Notice of Extraordinary General Meeting, dated August 29, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
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