ZCOR / Zyla Life Sciences - Документы SEC, Годовой отчет, Доверенное заявление

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zyla Life Sciences (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zyla Life Sciences (Name of Issuer) Common Stock (Title of Class of Securities) 98986F108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned persons, on January 29, 2021, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Zyla Life Sciences on December 31, 2020. Tekla Capital Management LLC By /s/ Laura Woodward Laura Woodward Daniel R. Omstead By /s/ Daniel R. Omstead Daniel R. Omstead

- 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36295 Zyla Life Sciences (Exact name of registrant as specified in its c

EGLT / Egalet Corporation / Capital Royalty L.p. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Zyla Life Sciences Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B 302 (CUSIP Number) CR Group L.P. 1000 Main Street, Suite 2500 Houston, TX 77002 With a copy to: Gian-Michele aMarca Cooley LLP 101 California Stree

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 20, 2020 Zyla Life Sciences (Exact Name of Registrant as Specified in Its Charter) Delaware 000-36295 46-357334 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

- S-8 POS

As filed with the Securities and Exchange Commission on May 20, 2020. Registration No. 333-230631 Registration No. 333-237424 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-230631 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-237424 UNDER THE SECURITIES ACT OF 1933 ZYLA LIFE SCIENCES (E

Agreement and Plan of Merger, dated as of March 16, 2020, by and among Zyla Life Sciences, Alligator Zebra Holdings, Inc., Assertio Therapeutics, Inc., Zebra Merger Sub, Inc. and Alligator Merger Sub, Inc. (Certain schedules (or similar attachments) to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish copies of any such schedules (or similar attachments) to the U.S. Securities and Exchange Commission or its staff upon request.)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ASSERTIO THERAPEUTICS, INC., ALLIGATOR ZEBRA HOLDINGS, INC., ZEBRA MERGER SUB, INC., ALLIGATOR MERGER SUB, INC. and ZYLA LIFE SCIENCES Dated as of March 16, 2020 TABLE OF CONTENTS Page Article I CERTAIN GOVERNANCE MATTERS 2 Section 1.1 Parent Matters 2 Section 1.2 Surviving Corporation Matters 4 Article II THE MERGER 5 Section

Assertio Completed Merger with Zyla Life Sciences Trading under ASRT on Nasdaq Global Select Market Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Upwards of $40 million in Expected Cost Synergies

Exhibit 99.1 Assertio Completed Merger with Zyla Life Sciences Trading under ASRT on Nasdaq Global Select Market Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Upwards of $40 million in Expected Cost Synergies LAKE FOREST, Ill., (May 20, 2020) (GLOBE NEWSWIRE) - Assertio Holdings, Inc., the successor issuer to Assertio Therapeutics, Inc., (“Assertio” ) (NASDAQ: AS

- 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36295 ZYLA LIFE SCIENCES (Exact name of Issuer as specified in its Charter) OTCQX (Name of Exchange where security is listed and/or registered) 600 Lee Road Suite 100 Wayne, PA

| Company Driving Growth through Commercial Excellence and Business Development May 20, 2020

Exhibit 99.2 | Company Driving Growth through Commercial Excellence and Business Development May 20, 2020 | Statements in this communication that are not historical facts are forward - looking statements that reflect Assertio’s current ex pectations, assumptions and estimates of future performance and economic conditions. These forward - looking statements are made in reliance on the safe harbor p

- S-8 POS

As filed with the Securities and Exchange Commission on May 20, 2020. Registration No. 333-230631 Registration No. 333-237424 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-230631 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-237424 UNDER THE SECURITIES ACT OF 1933 ZYLA LIFE SCIENCES (E

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 19, 2020 Zyla Life Sciences (Exact Name of Registrant as Specified in Its Charter) Delaware 000-36295 46-357334 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Fifth Amended and Restated Certificate of Incorporation of Zyla Life Sciences

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZYLA LIFE SCIENCES (a Delaware corporation) Article I NAME The name of the corporation is Zyla Life Sciences (the “Corporation”). Article II AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at

Third Amended and Restated Bylaws of Zyla Life Sciences

EX-3.2 4 tm2020260d5ex3-2.htm EXHIBIT 3.2 THIRD AMENDED AND RESTATED BYLAWS Exhibit 3.2 OF ZYLA LIFE SCIENCES (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the bo

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Q1 2020 Script

Exhibit 99.1 Zyla Q1 2020 Script Operator Good morning, ladies and gentlemen, and welcome to the Zyla 2020 first quarter earnings conference call. At this time, all participants are in a listen-only mode. Should you need assistance, please signal a Conference Specialist by pressing the star key followed by Zero. As a reminder, today's conference call is being recorded. I would like to turn the cal

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Life Sciences Reports First Quarter 2020 Financial Results --Completed commercial reorganization-- --Grew net product sales by eight percent in Q1 2020 over Q1 2019 -- --Achieved SPRIX Nasal Spray volume growth of 25 percent -- --Generated posit

Exhibit 99.1 Zyla Life Sciences Reports First Quarter 2020 Financial Results -Completed commercial reorganization- -Grew net product sales by eight percent in Q1 2020 over Q1 2019 - -Achieved SPRIX Nasal Spray volume growth of 25 percent - -Generated positive cash flow of $2.6 million- -Announced merger with Assertio Therapeutics to strengthen portfolio and financial position- Wayne, Penn –May 15,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Life Sciences Reports First Quarter 2020 Financial Results --Completed commercial reorganization-- --Grew net product sales by eight percent in Q1 2020 over Q1 2019 -- --Achieved SPRIX Nasal Spray volume growth of 25 percent -- --Generated posit

EX-99.1 2 tm2019860d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Zyla Life Sciences Reports First Quarter 2020 Financial Results -Completed commercial reorganization- -Grew net product sales by eight percent in Q1 2020 over Q1 2019 - -Achieved SPRIX Nasal Spray volume growth of 25 percent - -Generated positive cash flow of $2.6 million- -Announced merger with Assertio Therapeutics to strengthen portfolio

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Q1 2020 Script

Exhibit 99.1 Zyla Q1 2020 Script Operator Good morning, ladies and gentlemen, and welcome to the Zyla 2020 first quarter earnings conference call. At this time, all participants are in a listen-only mode. Should you need assistance, please signal a Conference Specialist by pressing the star key followed by Zero. As a reminder, today's conference call is being recorded. I would like to turn the cal

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K/A Amendment No. 1 (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

EGLT / Egalet Corporation DEF 14A - - DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS ZYLA FINANCIAL EXHIBITS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 13, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 13, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 27, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 27, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on March 27, 2020 Registration No.

Zyla Life Sciences Reports Fourth Quarter and Full Year 2019 Financial Results -- $81.3 million in 2019 net product sales in line with guidance-- -- Fourth quarter 2019 net product sales grew to $19.3 million, an increase of 227% over the 2018 fourth

Exhibit 99.1 Zyla Life Sciences Reports Fourth Quarter and Full Year 2019 Financial Results - $81.3 million in 2019 net product sales in line with guidance- - Fourth quarter 2019 net product sales grew to $19.3 million, an increase of 227% over the 2018 fourth quarter, due to the expanded product portfolio- -From April 1 through December 31, 2019, the company was cash flow positive— -2019 net inco

Zyla Life Sciences Reports Fourth Quarter and Full Year 2019 Financial Results -- $81.3 million in 2019 net product sales in line with guidance-- -- Fourth quarter 2019 net product sales grew to $19.3 million, an increase of 227% over the 2018 fourth

Exhibit 99.1 Zyla Life Sciences Reports Fourth Quarter and Full Year 2019 Financial Results - $81.3 million in 2019 net product sales in line with guidance- - Fourth quarter 2019 net product sales grew to $19.3 million, an increase of 227% over the 2018 fourth quarter, due to the expanded product portfolio- -From April 1 through December 31, 2019, the company was cash flow positive— -2019 net inco

EGLT / Egalet Corporation / Capital Royalty L.p. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Zyla Life Sciences Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B 302 (CUSIP Number) CR Group L.P. 1000 Main Street, Suite 2500 Houston, TX 77002 With a copy to: Gian-Michele aMarca Cooley LLP 101 California Stree

Annual Report on Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001‑362

EGLT / Egalet Corporation / Assertio Therapeutics, Inc - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Zyla Life Sciences (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B 302 (CUSIP Number) Arthur J. Higgins President and Chief Executive Officer 100 South Saunders Road, Suite 300 Lake Forest, Illinois 60045 (2

Second Amended and Restated Nano-Reformulated Compound License Agreement dated January 27, 2020 among iCeutica Inc., iCeutica Pty Ltd., and Zyla Life Sciences US Inc. (filed herewith)

EXHIBIT 10.9 EXECUTION COPY SECOND AMENDED AND RESTATED NANO-REFORMULATED COMPOUND LICENSE AGREEMENT This Second Amended and Restated Nano-Reformulated Compound License Agreement (this “Agreement”), dated January 27, 2020 (the “Effective Date”), is made by and among iCeutica Inc., a Delaware corporation (“iCeutica Inc.”), its wholly-owned subsidiary iCeutica Pty Ltd., an Australian corporation (to

Zyla Life Sciences Amended and Restated 2019 Stock-Based Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.27 to Zyla Life Science’s Annual Report on Form 10-K filed on March 26, 2020)

EX-10.27 5 zcor-20191231ex1027ce65f.htm EX-10.27 Exhibit 10.27 ZYLA LIFE SCIENCES AMENDED AND RESTATED 2019 STOCK-BASED INCENTIVE COMPENSATION PLAN (Amended and Restated effective March 4, 2020) 1. Purpose of the Plan The purpose of the Plan is to assist the Company, its Subsidiaries and Company Affiliates in attracting and retaining valued Employees, Consultants and Non-Employee Directors by offe

List of Significant Subsidiaries (filed herewith).

Exhibit 21.1 Set forth below are the names of the Company’s subsidiaries, each 100% owned, directly or indirectly, as of December 31, 2019. Subsidiary Jurisdiction of Incorporation Egalet Limited United Kingdom Zyla Life Sciences US Inc. Delaware

Separation Agreement dated as of December 31, 2019 between H. Jeffrey Wilkins and the Company (filed herewith).

EX-10.25 4 zcor-20191231ex1025bcac0.htm EX-10.25 Exhibit 10.25 EMPLOYMENT SEPARATION AGREEMENT AND GENERAL RELEASE THIS EMPLOYMENT SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Zyla Life Sciences US Inc., a Delaware Corporation (the “Company”), and H. Jeffrey Wilkins, MD (“Executive” or “Wilkins”), effective following Executive’s signature of it without

Description of Securities (Filed herewith).

EX-4.6 2 zcor-20191231ex46bf411a4.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this exhibit is a part, Zyla Life Sciences (the “Company” or “we” or “our”) has one class of security registered under Section 12 of the Securities Exchange Act of 1934,

Assertio Therapeutics Agrees to Merge with Zyla Life Sciences to Create Synergistic Portfolio of Neurology and Non-Opioid Pain Products Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Expects to Capture Significant Op

Exhibit 99.2 Assertio Therapeutics Agrees to Merge with Zyla Life Sciences to Create Synergistic Portfolio of Neurology and Non-Opioid Pain Products Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Expects to Capture Significant Operating and Product Portfolio Synergies Upwards of $40 Million, Accelerating Revenue Growth and Creating Shareholder Value Arthur Higgins

CONSENT TO FIRST SUPPLEMENTAL INDENTURE

EXHIBIT 99.1 EXECUTION VERSION CONSENT TO FIRST SUPPLEMENTAL INDENTURE THIS CONSENT TO FIRST SUPPLEMENTAL INDENTURE (this “Consent”), dated as of March 16, 2020, by the undersigned Holder of the outstanding Securities (each as defined in the Indenture referred to herein). Terms used herein that are defined in the Indenture (as defined below) and not otherwise defined herein shall have the meanings

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 16, 2020 Zyla Life Sciences (Exact name of registrant as specified in its charter) DELAWARE 001-36295 46-3575334 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

Assertio Therapeutics Agrees to Merge with Zyla Life Sciences to Create Synergistic Portfolio of Neurology and Non-Opioid Pain Products Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Expects to Capture Significant Op

Exhibit 99.2 Assertio Therapeutics Agrees to Merge with Zyla Life Sciences to Create Synergistic Portfolio of Neurology and Non-Opioid Pain Products Combined Company Pro Forma 2019 Net Product Sales of Approximately $128 Million1 Expects to Capture Significant Operating and Product Portfolio Synergies Upwards of $40 Million, Accelerating Revenue Growth and Creating Shareholder Value Arthur Higgins

Agreement and Plan of Merger, dated as of March 16, by and among Zyla Life Sciences, Alligator Zebra Holdings, Inc., Assertio Therapeutics, Inc., Zebra Merger Sub, Inc. and Alligator Merger Sub, Inc.

EX-2.1 2 tm2012940d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ASSERTIO THERAPEUTICS, INC., ALLIGATOR ZEBRA HOLDINGS, INC., ZEBRA MERGER SUB, INC., ALLIGATOR MERGER SUB, INC. and ZYLA LIFE SCIENCES Dated as of March 16, 2020 TABLE OF CONTENTS Page Article I CERTAIN GOVERNANCE MATTERS 2 Section 1.1 Parent Matters 2 Section 1.2 Surviving Corporation

Agreement and Plan of Merger, dated as of March 16, by and among Zyla Life Sciences, Alligator Zebra Holdings, Inc., Assertio Therapeutics, Inc., Zebra Merger Sub, Inc. and Alligator Merger Sub, Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ASSERTIO THERAPEUTICS, INC., ALLIGATOR ZEBRA HOLDINGS, INC., ZEBRA MERGER SUB, INC., ALLIGATOR MERGER SUB, INC. and ZYLA LIFE SCIENCES Dated as of March 16, 2020 TABLE OF CONTENTS Page Article I CERTAIN GOVERNANCE MATTERS 2 Section 1.1 Parent Matters 2 Section 1.2 Surviving Corporation Matters 4 Article II THE MERGER 5 Section

EGLT / Egalet Corporation 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 16, 2020 Zyla Life Sciences (Exact name of registrant as specified in its charter) DELAWARE 001-36295 46-3575334 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

CONSENT TO FIRST SUPPLEMENTAL INDENTURE

EXHIBIT 99.1 EXECUTION VERSION CONSENT TO FIRST SUPPLEMENTAL INDENTURE THIS CONSENT TO FIRST SUPPLEMENTAL INDENTURE (this “Consent”), dated as of March 16, 2020, by the undersigned Holder of the outstanding Securities (each as defined in the Indenture referred to herein). Terms used herein that are defined in the Indenture (as defined below) and not otherwise defined herein shall have the meanings

Assertio Therapeutics and Zyla Life Sciences Agree to Merge A Specialty Pharmaceutical Company Driving Growth through Commercial Excellence and Business Development March 17, 2020

Exhibit 99.3 Assertio Therapeutics and Zyla Life Sciences Agree to Merge A Specialty Pharmaceutical Company Driving Growth through Commercial Excellence and Business Development March 17, 2020 2 | Forward Looking Statement Statements in this communication that are not historical facts are forward - looking statements that reflect Assertio’s and Zyla’s respective management’s current expectations,

Assertio Therapeutics and Zyla Life Sciences Agree to Merge A Specialty Pharmaceutical Company Driving Growth through Commercial Excellence and Business Development March 17, 2020

Exhibit 99.3 Assertio Therapeutics and Zyla Life Sciences Agree to Merge A Specialty Pharmaceutical Company Driving Growth through Commercial Excellence and Business Development March 17, 2020 2 | Forward Looking Statement Statements in this communication that are not historical facts are forward - looking statements that reflect Assertio’s and Zyla’s respective management’s current expectations,

98986F108 / Zyla Life Sciences / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ZYLA LIFE SCIENCES Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Zyla Life Sciences (formerly known as Egalet Corporation) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98986F108 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriat

98986F108 / Zyla Life Sciences / Broadfin Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ZCOR / Egalet Corp / Riva Ridge Capital Management Lp - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)** Zyla Life Sciences (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 28226B302 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 27, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

ZCOR / Egalet Corp / Tekla Capital Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zyla Life Sciences (Name of Issuer) Common Stock (Title of Class of Securities) 98986F108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned persons, on January 24, 2020, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Zyla Life Sciences on December 31, 2019. Tekla Capital Management LLC By /s/ Laura Woodward Laura Woodward Daniel R. Omstead By /s/ Daniel R. Omstead Daniel R. Omstead

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 13, 2020 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Commercial Specialty Pharmaceutical Company Focusing on Patients

Exhibit 99.1 Commercial Specialty Pharmaceutical Company Focusing on Patients © Copyright 2020. Zyla Life Sciences 2 Forward Looking Statements Statements included in this presentation that are not historical in nature are "forward - looking statements" within the meaning o f the Private Securities Litigation Reform Act of 1995. These forward - looking statements are based on management's current

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 17, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Manufacturing and Supply Agreement by and between Zyla Life Sciences US Inc. and Jubilant HollisterStier LLC July 30, 2019 (incorporated by reference to Exhibit 10.5 to Zyla Life Sciences’ Quarterly Report on Form 10-Q filed on November 14, 2019)

Exhibit 10.5 MANUFACTURING AND SUPPLY AGREEMENT This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is entered into and is effective as of this 30 day of July, 2019 (the “Effective Date”), by and between Jubilant HollisterStier LLC (“Supplier”), a Delaware corporation having offices at 3525 North Regal Street, Spokane, WA 99207 and Zyla Life Science US Inc. (“Customer”), a Delaware corporat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 14, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Life Sciences Reports Third Quarter 2019 Financial Results — Positive net cash flow of $6.5 million for the quarter ended September 30, 2019 — — Net product sales grew to $22.4 million, an increase of 175% over the 2018 third quarter, due to the

EX-99.1 2 a19-227731ex99d1.htm EX-99.1 Exhibit 99.1 Zyla Life Sciences Reports Third Quarter 2019 Financial Results — Positive net cash flow of $6.5 million for the quarter ended September 30, 2019 — — Net product sales grew to $22.4 million, an increase of 175% over the 2018 third quarter, due to the expanded product portfolio — Wayne, Penn —November 14, 2019 — Zyla Life Sciences (OTCQX: ZCOR) (“

ZCOR / Egalet Corp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Employment Agreement dated as of June 3, 2019 between H. Jeffrey Wilkins and the Company (filed herewith).+

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2019 (the “Effective Date”), by and between Zyla Life Sciences, a Delaware corporation (the “Company”) and H. Jeffrey Wilkins, MD (the “Executive”). WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, each upon

ZCOR / Egalet Corp DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Defin

ZCOR / Egalet Corp DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 30, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Employment Agreement, dated as of October 30, 2019, between Todd Smith and Zyla Life Sciences (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2019).+

Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2019 (the “Effective Date”), by and between Zyla Life Sciences, a Delaware corporation (the “Company”), and Todd N. Smith (the “Executive”). WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Compa

Separation Agreement, dated as of October 30, 2019, between Robert Radie and the Company (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8‑K filed with the Securities and Exchange Commission on October 30, 2019).

Exhibit 10.1 EXECUTION VERSION SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (this “Agreement”) is entered into on October 29, 2019 by and between Zyla Life Sciences, a Delaware corporation (the “Company”), and Robert S. Radie (the “Executive”). WHEREAS, the Executive is employed by the Company as its President and Chief Executive Officer pursuant to an emp

Zyla Life Sciences Announces Management Changes

EX-99.1 2 a19-207791ex99d1.htm EX-99.1 Exhibit 99.1 Zyla Life Sciences Announces Management Changes WAYNE, Pa., October 23, 2019 — Zyla Life Sciences (OTCQX: ZCOR) (“Zyla”), a commercial-stage life sciences company, today announced that Robert Radie, has resigned as president, chief executive officer and director of the Company to pursue other opportunities. Mr. Radie will continue to serve as pri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 22, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Retention Bonus Agreement, dated August 26, 2019 between the Company and Mark Strobeck (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8 K filed with the Securities and Exchange Commission on August 30, 2019).

Exhibit 10.1 RETENTION BONUS AGREEMENT This RETENTION BONUS AGREEMENT (the “Agreement”), dated August 26, 2019 (the “Effective Date”), by and between Zyla Life Sciences f/k/a Egalet Corporation, a Delaware corporation (the “Company”) and Mark Strobeck, an individual (the “Employee”), sets forth the terms of a bonus (the “Retention Bonus”) to be paid to the Employee by the Company subject to the te

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 26, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 13, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Life Sciences Reports Second Quarter 2019 Financial Results — First full quarter with seven products drove net product sales to $22.0 million—an increase of 196% from the second quarter 2018 — — Net product sales guidance between $80 and $85 mil

EX-99.1 2 a19-168751ex99d1.htm EX-99.1 Exhibit 99.1 Zyla Life Sciences Reports Second Quarter 2019 Financial Results — First full quarter with seven products drove net product sales to $22.0 million—an increase of 196% from the second quarter 2018 — — Net product sales guidance between $80 and $85 million for 2019 — — SG&A and R&D expenses of $16.6 million for the second quarter 2019, comparable t

ZCOR / Egalet Corp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Separation Agreement and General Release dated May 28, 2019 between Egalet Corporation and Barbara Carlin (filed herewith).+

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made by and between Egalet Corporation, a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087 (“Company”) and Barbara Carlin, an individual residing at (“E

Separation Agreement and General Release dated July 9, 2019 between Egalet Corporation (now Zyla Life Sciences) and Patrick M. Shea (filed herewith).+

EX-10.2 3 zcor-20190630ex102dd7a25.htm EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “AGREEMENT”) is made by and between Egalet Corporation, a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087 (“EGALET”) and

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 30, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

ZCOR / Egalet Corp / Capital Royalty L.p. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zyla Life Sciences Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B 302 (CUSIP Number) CR Group L.P. 1000 Main Street, Suite 2500 Houston, TX 77002 With a copy to: Gian-Michele aMarca Cooley LLP 101 California Stree

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 18, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Zyla Life Sciences Appoints Dr. Gary M. Phillips to Board of Directors

Exhibit 99.1 Zyla Life Sciences Appoints Dr. Gary M. Phillips to Board of Directors WAYNE, Pa.—June 19, 2019 Zyla Life Sciences (OTCQX:ZCOR) (“Zyla”), a growing commercial-stage life sciences company, announced the appointment of Gary M. Phillips, M.D. to its board of directors. “Gary brings to Zyla a wealth of experience from working in the pharmaceutical industry in a range of commercial, busine

ZCOR / Egalet Corp / Riva Ridge Capital Management Lp - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )** Zyla Life Sciences (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 28226B302 (CUSIP Number) May 10, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

First Amendment to Second Amended and Restated Bylaws of Zyla Life Sciences (incorporated by reference to Exhibit 3.2 to Zyla Life Science’s current report on Form 8 K filed with the Securities and Exchange Commission on June 6, 2019).

EX-3.2 4 a19-111951ex3d2.htm EX-3.2 Exhibit 3.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS OF EGALET CORPORATION ARTICLE I: The following amendments are hereby made to the Second Amended and Restated Bylaws (the “Bylaws”) of Egalet Corporation, a Delaware corporation (the “Corporation”): ARTICLE II: Amendments. (a) All references to “Egalet Corporation” in the Bylaws are hereby deleted

Amendment No. 3 to the Asset Purchase Agreement, dated as of October 30, 2018, by and among Iroko Pharmaceuticals, Inc., Zyla Life Sciences (incorporated by reference to Exhibit 2.1 to Zyla Life Science’s current report on Form 8 K filed with the Securities and Exchange Commission on June 6, 2019).

EX-2.1 2 a19-111951ex2d1.htm EX-2.1 EXHIBIT 2.1 EXECUTION VERSION AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This Amendment No. 3, dated as of May 31, 2019 (this “Amendment”) to the Asset Purchase Agreement (the “APA”), dated as of October 30, 2018, by and among Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the “Company”),

Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Zyla Life Sciences (incorporated by reference to Exhibit 3.1 to Zyla Life Science’s current report on Form 8 K filed with the Securities and Exchange Commission on June 6, 2019).

EX-3.1 3 a19-111951ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION EGALET CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY THAT: FIRST: That, upon action of the Board of Directors (the “Boar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a19-1119518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 31, 2019 Zyla Life Sciences (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorpora

Master Services Agreement made as of August 28, 2013 between Patheon Pharmaceuticals Inc. and Iroko Pharmaceuticals, LLC, as amended by an amendment thereto (the Company succeeded Iroko as a party to this agreement). (filed herewith)*

Exhibit 10.11 Manufacturing Services Agreement May 29, 2009 [****]Information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Table of Contents ARTICLE 1 1 INTERPRETATION 1 1.1 DEFINITIONS 1 1.2 CURRENCY 5 1.3 SECTIONS AND HEADINGS 5 1.4 SINGULAR TERMS 5 1.5 SCHEDULES 5 ARTICLE 2 6 PATHEON'S MANUFACTURING SERVICE

Collaborative License, Exclusive Manufacture and Global Supply Agreement between Cosette Pharmaceuticals, Inc. (formerly, G&W Laboratories, Inc.) and Iroko Pharmaceuticals, LLC, as amended by Amendment 1 and Amendment 2 thereto (Zyla Life Sciences succeeded Iroko as a party to this agreement) (incorporated by reference to Exhibit 10.10 to Zyla Life Sciences’ Quarterly Report on Form 10-Q filed on May 17, 2019)

Exhibit 10.10 COLLABORATIVE LICENSE, EXCLUSIVE MANUFACTURE AND GLOBALSUPPLYAGREEMENT between G&W LABORATORIES, INC. ("MANUFACTURER") and IROKO PHARMACEUTICALS, LLC. ("BUYER") Dated as of August 1, 2008 **** Information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SCHEDULE OF EXHIBITS Exhibit A Products Exhibit

Commercial Supply Agreement, effective October 1, 2018, between Iroko Pharmaceuticals, LLC and Catalent CTS, LLC (the Company succeeded Iroko as a party to this agreement). (filed herewith)*

Exhibit 10.12 COMMERCIAL SUPPLY AGREEMENT This Commercial Supply Agreement ("Agreement") is entered into with effect as of 01 October 2018 (the “Effective Date”), by and between Iroko Pharmaceuticals, LLC a Delaware limited liability company, with a place of business at One Kew Place, 150 Rouse Boulevard, Philadelphia, Pennsylvania 19112 USA ("Iroko"), and Catalent CTS, LLC with a place of busines

Form of Non-Qualified Stock Option Agreement of Zyla Life Sciences (incorporated by reference to Exhibit 10.18 to Zyla Life Sciences’ Quarterly Report on Form 10-Q filed on May 17, 2019)

Exhibit 10.18 EGALET CORPORATION Option Agreement This Option Agreement (this "Agreement") is made and entered into as of , 20 (the “Grant Date”) by and between Egalet Corporation, a Delaware corporation (the "Company"), and (the "Participant"). 1. Grant of Option. 1.1 Grant; Type of Option. The Company hereby grants to the Participant an option (the "Option") to purchase the total number of share

ZCOR / Egalet Corp 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Amended and Restated Nano-Reformulated Compound License Agreement dated October 30, 2018 among iCeutica Inc., Iroko Pharmaceuticals, LLC and Iroko Properties Inc. (the Company succeeded the Iroko parties as a party to this agreement). (filed herewith)*

Exhibit 10.9 AMENDED AND RESTATED NANO-REFORMULATED COMPOUND LICENSE AGREEMENT This Amended and Restated Nano-Reformulated Compound License Agreement (this “Agreement”), dated October 30, 2018 (the “Agreement Date”), is made by and among iCeutica Inc., a Delaware corporation (“iCeutica Inc.”), its wholly-owned subsidiary iCeutica Pty Ltd., an Australian corporation (together, “iCeutica”), Iroko Ph

Egalet Reports First Quarter 2019 Financial Results and Plan to Change Company Name to Zyla Life Sciences — Acquisition of five new products completed increasing net product sales to $17.6 million—an increase of more than 100% from the fourth quarter

EX-99.1 2 a19-100811ex99d1.htm EX-99.1 Exhibit 99.1 Egalet Reports First Quarter 2019 Financial Results and Plan to Change Company Name to Zyla Life Sciences — Acquisition of five new products completed increasing net product sales to $17.6 million—an increase of more than 100% from the fourth quarter 2018 and 180% from the first quarter 2018— —SG&A and R&D expenses were $16.9 million for the firs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 10, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

ZCOR / Egalet Corp NT 10-Q NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 29, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

ZCOR / Egalet Corp 10-K/A Annual Report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K/A Amendment No. 1 (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 17, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Commercial Company with a Focus on Pain April 2019 © Copyright 2019. Egalet Corporation 1

Exhibit 99.1 Commercial Company with a Focus on Pain April 2019 © Copyright 2019. Egalet Corporation 1 Forward Looking Statements Statements included in this presentation that are not historical in nature are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations, and a

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8‑K/A AMENDMENT NO.

EGALET CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of December 31, 2018 (In millions)

EX-99.2 4 ex-99d2.htm EX-99.2 Exhibit 99.2 Egalet Corporation and Subsidiaries (the “Company”) Unaudited Pro forma Condensed Combined Financial Information The unaudited pro forma consolidated income statement data for the year ended December 31, 2018 gives effect to the following transactions, which we refer to as the “Transactions,” as if they had occurred on January 1, 2018: 1) the acquisition

Iroko Pharmaceuticals Inc. Consolidated Financial Statements December 31, 2017 and 2018 With Report of Independent Auditors Thereon

EX-99.1 3 ex-99d1.htm EX-99.1 Exhibit 99.1 Iroko Pharmaceuticals Inc. Consolidated Financial Statements December 31, 2017 and 2018 With Report of Independent Auditors Thereon Iroko Pharmaceuticals Inc. Index to financial statements Audited Consolidated Financial Statements Page # Independent Auditors’ Report 2 4 5 6 7 8 9 Consolidated Balance Sheets as of December 31, 2017 and 2018 Consolidated St

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 26, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Corporation Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 29, 2019).

EX-4.11 3 a19-74841ex4d11.htm EX-4.11 Exhibit 4.11 EGALET CORPORATION Performance Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of , 2019 (the “Grant Date”) by and between Egalet Corporation, a Delaware corporation (the “Company”) and [ ] (the “Grantee”). WHEREAS, the Company has adopted the Egalet Corporation Amende

ZCOR / Egalet Corp S-8

S-8 1 a19-74841s8.htm S-8 As filed with the Securities and Exchange Commission on March 29, 2019 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EGALET CORPORATION (Exact name of Registrant as specified in its charter) Delaware 600 Lee Road, Suite 100 Wayne, PA 19087 46-3575334 (State of Incorporation) (Addre

Amended and Restated Egalet Corporation 2019 Stock-Based Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 29, 2019).+

EX-10.1 5 a19-74841ex10d1.htm EX-10.1 EXHIBIT 10.1 EGALET CORPORATION AMENDED AND RESTATED 2019 STOCK-BASED INCENTIVE COMPENSATION PLAN (Amended and Restated effective March 26, 2019) 1. Purpose of the Plan The purpose of the Plan is to assist the Company, its Subsidiaries and Company Affiliates in attracting and retaining valued Employees, Consultants and Non-Employee Directors by offering them a

Egalet Corporation Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 29, 2019).

Exhibit 4.10 EGALET CORPORATION Time-Based Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of , 2019 (the “Grant Date”) by and between Egalet Corporation, a Delaware corporation (the “Company”) and [ ] (the “Grantee”). WHEREAS, the Company has adopted the Egalet Corporation Amended and Restated 2019 Stock-Based Incenti

Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2019).

EX-4.1 2 eglt-20181231ex41b972679.htm EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . WARRANT PAR VALUE $0.001 WARRANT Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * *

Annual Report on Form 10-K

10-K 1 eglt-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

List of Significant Subsidiaries (filed herewith).

Exhibit 21.1 Set forth below are the names of the Company’s subsidiaries, each 100% owned, directly or indirectly, as of December 31, 2018. Subsidiary Jurisdiction of Incorporation Egalet Limited United Kingdom Egalet US Inc. Delaware

Credit Agreement, dated as of March 20, 2019, among the Company, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2019).

EX-10.1 2 a19-68761ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT by and among CANTOR FITZGERALD SECURITIES as Agent, THE LENDERS THAT ARE PARTY HERETO as the Lenders, EGALET CORPORATION as Borrower Dated as of March 20, 2019 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1. Definitions 1 1.2. Accounting Terms 1 1.3. Code 2 1.4. Construction 2 1.5. Time References 3

Collateral Agreement, dated as of March 20, 2019, among the Company, the subsidiaries of the Company party thereto as Guarantors, and Cantor Fitzgerald Securities, as collateral agent (incorporated by reference to Exhibit 10.2 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2019).

Exhibit 10.2 Execution Version COLLATERAL AGREEMENT DATED AS OF MARCH 20, 2019 AMONG EGALET CORPORATION, as Borrower, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO and CANTOR FITZGERALD SECURITIES, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Terms Defined in the Credit Agreement 1 Section 1.2 Terms Defined in UCC 1 Section 1.3 Def

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 20, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction (Commission (I.

EGLT / Egalet Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC - EGALET CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Egalet Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B104 (CUSIP Number) December 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

EGLT / Egalet Corporation / Cetus Capital Iii, L.p. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Egalet Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 28226B104 (CUSIP Number) Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP OFM II, L.P. VSS Fund, L.P. 8 Sound Shore Drive Suite 303

EGLT / Egalet Corporation / Flynn James E Passive Investment

SC 13G/A 1 e618182sc13ga-egalet.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Egalet Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B104 (

ZCOR / Egalet Corp / Broadfin Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ZCOR / Egalet Corp / Iroko Pharmaceuticals Inc. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Egalet Corporation Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B 302 (CUSIP Number) Iroko Pharmaceuticals Inc. 150 Rouse Boulevard Philadelphia, PA 19112 With a copy to: Marc R. Paul Baker & McKenzie LLP 815 Connect

EGLT / Egalet Corporation / Broadfin Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Collateral Agreement, dated as of January 31, 2019, among the Company, the Subsidiary Parties from time to time party thereto and U.S. Bank National Association as trustee and collateral agent (incorporated by reference to Exhibit 10.2 to Zyla Life Sciences’ Current Report on Form 8-K filed on February 1, 2019)

Exhibit 10.2 EXECUTION VERSION COLLATERAL AGREEMENT DATED AS OF JANUARY 31, 2019 AMONG EGALET CORPORATION, as Issuer, EGALET US INC., EGALET LIMITED, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Terms Defined in the Indenture 2 Sect

Second Amended and Restated Bylaws of Egalet Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF EGALET CORPORATION ARTICLE I. OFFICES 1.1. Registered Office. The registered office of Egalet Corporation (the “Corporation”) in the State of Delaware shall be established and maintained at c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 and The Corporation Trust Company shall be the r

Indenture by and among the Company (replacing Zyla Life Sciences) and Wilmington Savings Fund Society (replacing U.S. Bank National Association), dated as of January 31, 2019 (incorporated by reference to Exhibit 4.1 to Zyla Life Science’s Current Report on Form 8-K filed on February 1, 2019)

Exhibit 4.1 EXECUTION VERSION EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13% Senior Secured Notes due 2024 INDENTURE Dated as of January 31, 2019 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFEREN

Form of Iroko Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

Exhibit 4.3 EXECUTION VERSION FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATION This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after the date hereof (the “Initial Exerci

Promissory Note, dated as of January 31, 2019, by and between Egalet Corporation and Iroko Pharmaceuticals Inc. (incorporated by reference to Exhibit 4.2 to Egalet Corporation’s current report on Form 8‑K filed with the Securities and Exchange Commission on February 1, 2019).

EX-4.2 5 a19-38752ex4d2.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. PROMISSORY NOTE US$4,500,000 January 31, 2019 FOR VALUE RECEIVED, the undersigned, EGALET

Form of Preemptive Rights Agreement (incorporated by reference to Exhibit 10.4 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 10.4 EXECUTION VERSION PREEMPTIVE RIGHTS LETTER January 31, 2019 Egalet Corporation 600 Lee Road Suite 100 Wayne, PA Ladies and Gentlemen: Reference is made to that certain First Amended Joint Chapter 11 Plan of Reorganization of Egalet Corporation (the “Corporation”) and its affiliated debtors, dated December 3, 2018, as amended and modified from time to time in accordance with the Bankru

Registration Rights Agreement, dated as of January 31, 2019, by and between the Company and Iroko Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.7 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

EX-10.7 14 a19-38752ex10d7.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT RECITALS THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 31, 2019, by and among Egalet Corporation, a Delaware corporation (the “Company”), and Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands

Fourth Amended and Restated Certificate of Incorporation of Egalet Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 1, 2019).

EX-3.1 2 a19-38752ex3d1.htm EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION PURSUANT TO SECTIONS 242, 245 AND 303 OF THE DELAWARE GENERAL CORPORATION LAW Egalet Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as the same exists or may be amended from time to time (the

Form of Employment Agreement Amendment (incorporated by reference to Exhibit 10.8 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 10.8 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT (this “Amendment”), effective as of 12:01 a.m. [February 1], 2019, is entered into, consented to and approved by the undersigned individual, in his or her capacity as the Executive, and Egalet Corporation, a Delaware corporation (the “Company”), pursuant to and in accordance with Sections [12(a) and 12(h)] of that certain Employme

Transition Services Agreement, dated as of January 31, 2019, by and between the Company and Iroko Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.5 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 10.5 EXECUTION VERSION TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT is dated as of January 31, 2019 (this “Agreement”), by and between Iroko Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and Egalet US, Inc., a Delaware corporation (“Buyer”). RECITALS WHEREAS, the Buyer desires that the Company provides or causes to be provided to the Buyer

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Stockholders’ Agreement, dated as of January 31, 2019, among the Company and the stockholder(s) of the Company from time to time party thereto (incorporated by reference to Exhibit 10.3 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 10.3 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 31, 2019 (the “Effective Date”), is by and among Egalet Corporation, a Delaware corporation (the “Corporation”), and each of the Stockholders (as defined below) signatory hereto. WHEREAS, the Corporation, Egalet US Inc., a Delaware corporation and wholly-owned subsidiary of t

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.6 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 10.6 Execution Version LOCK-UP LETTER January 31, 2019 Egalet Corporation 600 Lee Road Suite 100 Wayne, PA Ladies and Gentlemen: Reference is made to that certain Restructuring Support Agreement, dated as of October 30, 2018 (the “RSA”), by and among Egalet Corporation (the “Company”), the undersigned and certain other holders of the Company’s 13% Senior Secured Notes. In connection with t

Form of Royalty Rights Agreement (incorporated by reference to Exhibit 10.1 to Zyla Life Sciences’ Current Report on Form 8-K filed on February 1, 2019)

Exhibit 10.1 ROYALTY RIGHT AGREEMENT dated as of January [·], 2019 between EGALET CORPORATION and THE PURCHASER NAMED HEREIN Table of Contents Page ARTICLE I RULES OF CONSTRUCTION AND DEFINED TERMS Section 1.1 Rules of Construction and Defined Terms 1 ARTICLE II ROYALTY RIGHT Section 2.1 Sale of Royalty Right 1 Section 2.2 Payment Procedures 1 Section 2.3 Notice of First Sale Date 2 Section 2.4 In

Form of Non-Iroko Warrant Agreement (incorporated by reference to Exhibit 4.4 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

Exhibit 4.4 EXECUTION VERSION FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATION This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after the date hereof (the “Initial Exerci

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.8 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT (this “Amendment”), effective as of 12:01 a.m. [February 1], 2019, is entered into, consented to and approved by the undersigned individual, in his or her capacity as the Executive, and Egalet Corporation, a Delaware corporation (the “Company”), pursuant to and in accordance with Sections [12(a) and 12(h)] of that certain Employme

Indenture, dated as of January 31, 2019, among the Company, the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

Exhibit 4.1 EXECUTION VERSION EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13% Senior Secured Notes due 2024 INDENTURE Dated as of January 31, 2019 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFEREN

LOCK-UP LETTER

Exhibit 10.6 Execution Version LOCK-UP LETTER January 31, 2019 Egalet Corporation 600 Lee Road Suite 100 Wayne, PA Ladies and Gentlemen: Reference is made to that certain Restructuring Support Agreement, dated as of October 30, 2018 (the “RSA”), by and among Egalet Corporation (the “Company”), the undersigned and certain other holders of the Company’s 13% Senior Secured Notes. In connection with t

Form of Non-Iroko Warrant Agreement (incorporated by reference to Exhibit 4.4 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

EX-4.4 7 a19-38751ex4d4.htm EX-4.4 Exhibit 4.4 EXECUTION VERSION FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATION This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after t

Promissory Note, dated as of January 31, 2019, by and between the Company and Iroko Pharmaceuticals Inc. (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8‑K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 4.2 EXECUTION VERSION THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. PROMISSORY NOTE US$4,500,000 January 31, 2019 FOR VALUE RECEIVED, the undersigned, EGALET CORPORATION, a Delaware corporation

TRANSITION SERVICES AGREEMENT

Exhibit 10.5 EXECUTION VERSION TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT is dated as of January 31, 2019 (this “Agreement”), by and between Iroko Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and Egalet US, Inc., a Delaware corporation (“Buyer”). RECITALS WHEREAS, the Buyer desires that the Company provides or causes to be provided to the Buyer

Form of Iroko Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s current report on Form 8-K filed with the Commission on February 1, 2019).

Exhibit 4.3 EXECUTION VERSION FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATION This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after the date hereof (the “Initial Exerci

Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8‑K filed with the Securities and Exchange Commission on February 1, 2019).

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF EGALET CORPORATION ARTICLE I. OFFICES 1.1. Registered Office. The registered office of Egalet Corporation (the “Corporation”) in the State of Delaware shall be established and maintained at c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 and The Corporation Trust Company shall be the r

COLLATERAL AGREEMENT DATED AS OF JANUARY 31, 2019 EGALET CORPORATION, as Issuer, EGALET US INC., EGALET LIMITED, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee, U.S. BANK NATIONAL ASSOCIATION, as Coll

Exhibit 10.2 EXECUTION VERSION COLLATERAL AGREEMENT DATED AS OF JANUARY 31, 2019 AMONG EGALET CORPORATION, as Issuer, EGALET US INC., EGALET LIMITED, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Terms Defined in the Indenture 2 Sect

PREEMPTIVE RIGHTS LETTER

Exhibit 10.4 EXECUTION VERSION PREEMPTIVE RIGHTS LETTER January 31, 2019 Egalet Corporation 600 Lee Road Suite 100 Wayne, PA Ladies and Gentlemen: Reference is made to that certain First Amended Joint Chapter 11 Plan of Reorganization of Egalet Corporation (the “Corporation”) and its affiliated debtors, dated December 3, 2018, as amended and modified from time to time in accordance with the Bankru

ROYALTY RIGHT AGREEMENT dated as of January [·], 2019 EGALET CORPORATION THE PURCHASER NAMED HEREIN

Exhibit 10.1 ROYALTY RIGHT AGREEMENT dated as of January [·], 2019 between EGALET CORPORATION and THE PURCHASER NAMED HEREIN Table of Contents Page ARTICLE I RULES OF CONSTRUCTION AND DEFINED TERMS Section 1.1 Rules of Construction and Defined Terms 1 ARTICLE II ROYALTY RIGHT Section 2.1 Sale of Royalty Right 1 Section 2.2 Payment Procedures 1 Section 2.3 Notice of First Sale Date 2 Section 2.4 In

Fourth Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 1, 2019).

EX-3.1 2 a19-38751ex3d1.htm EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION PURSUANT TO SECTIONS 242, 245 AND 303 OF THE DELAWARE GENERAL CORPORATION LAW Egalet Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as the same exists or may be amended from time to time (the

STOCKHOLDERS’ AGREEMENT

Exhibit 10.3 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 31, 2019 (the “Effective Date”), is by and among Egalet Corporation, a Delaware corporation (the “Corporation”), and each of the Stockholders (as defined below) signatory hereto. WHEREAS, the Corporation, Egalet US Inc., a Delaware corporation and wholly-owned subsidiary of t

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT RECITALS THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 31, 2019, by and among Egalet Corporation, a Delaware corporation (the “Company”), and Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the “Sto

EGLT / Egalet Corporation POS AM

POS AM 1 a19-36752posam.htm POS AM As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-202807 Registration No. 333-209367 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-202807 Post- Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-209367 UNDER THE SECUR

EGLT / Egalet Corporation POS AM

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-202807 Registration No. 333-209367 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-202807 Post- Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-209367 UNDER THE SECURITIES ACT OF 1933 EGALET CORPORATIO

EGLT / Egalet Corporation S-8 POS

S-8 POS 1 a19-36758s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statemen

EGLT / Egalet Corporation S-8 POS

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-226722 Post- Effective Amen

EGLT / Egalet Corporation S-8 POS

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-226722 Post- Effective Amen

EGLT / Egalet Corporation S-8 POS

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-226722 Post- Effective Amen

EGLT / Egalet Corporation S-8 POS

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-226722 Post- Effective Amen

EGLT / Egalet Corporation S-8 POS

As filed with the Securities and Exchange Commission on January 30, 2019. Registration No. 333-226722 Registration No. 333-216667 Registration No. 333-212298 Registration No. 333-212297 Registration No. 333-204987 Registration No. 333-194946 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-226722 Post- Effective Amen

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 99.T3G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Ident

EGLT / Egalet Corporation T-3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3/A Amendment No. 1 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 EGALET CORPORATION (Name of Applicant)* 600 Lee Road Suite 100 Wayne, Pennsylvania 19087 (Address of Principal Executive Offices) Securities to be Issued Under the Indenture to be Qualified Title of Class Amount 13

EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13% Senior Secured Notes due 2024 Dated as of [ ], 2019 as Trustee and as Collateral Agent

EX-99.T3C 2 a19-29071ex99dt3c.htm EX-99.T3C Exhibit 99.T3C EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13% Senior Secured Notes due 2024 INDENTURE Dated as of [ ], 2019 [·], as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1

ZCOR / Egalet Corp

EGALET CORPORATION 600 Lee Road, Suite 100 Wayne, Pennsylvania 19087 January 22, 2019 VIA EDGAR AND ELECTRONIC MAIL U.

Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 14, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) EGALET CORPORATION, et al., ) Case No. 18-12439 (BLS) ) ) Jointly Administered Debtors.(1) ) ) Docket Ref: 223 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER

EX-99.2 3 a19-29072ex99d2.htm EX-99.2 Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) EGALET CORPORATION, et al., ) Case No. 18-12439 (BLS) ) ) Jointly Administered Debtors.(1) ) ) Docket Ref: 223 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER SECTION 1129 OF THE BANKRUPTCY CODE AND RULE 3020 OF THE BANKRUPTCY RULES CONFIRMING DEBTORS’

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) EGALET CORPORATION, et al., ) Case No. 18-12439 (BLS) ) ) Jointly Administered Debtors.(1) ) ) DEBTORS’ FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED DECHERT LLP YOUNG CONAWAY STARGATT & TAYLOR, LLP Michael J. Sage (admitted pro hac vice) Robert

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 7, 2019 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Commercial Company with a Focus on Pain January 2019 © Copyright 2019. Egalet Corporation 1

EX-99.1 2 a19-20051ex99d1.htm EX-99.1 Exhibit 99.1 Commercial Company with a Focus on Pain January 2019 © Copyright 2019. Egalet Corporation 1 Forward Looking Statements Statements included in this presentation that are not historical in nature are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on

Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “EGALET US INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLL

Exhibit T3A-2 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “EGALET US INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE EIGHTH DAY OF OCTOBER, A.D. 2012, AT 6:18 O`CLOCK P.M. AND

Company Number: 07316111 THE COMPANIES ACf Z006 COMPANY LIMITED BY SHARES WRITfEN RESOLUTION OJI EGALET LIMITED (the "Company") Cln:ulatlon Date JSllea ..--2013 PwsuaniiD Chapter 2 of Part 13 of tho Companies Act 2006, the directors of 1he Company pr

Exhibit T3B-3 Company Number: 07316111 THE COMPANIES ACf Z006 COMPANY LIMITED BY SHARES WRITfEN RESOLUTION OJI EGALET LIMITED (the "Company") Cln:ulatlon Date JSllea .

Directors, Executive Officers and Capitalization of the Expected Subsidiary Guarantors

Exhibit 99.1 Directors, Executive Officers and Capitalization of the Expected Subsidiary Guarantors Name of Expected Subsidiary Guarantor Title of Class Ownership Officers Directors Egalet Limited Ordinary Shares 100% Robert S. Radie — President Mark Strobeck — Treasurer and Secretary Robert S. Radie Mark Strobeck Egalet US Inc. Common Stock 100% Robert S. Radie — President Mark Strobeck — Treasur

EGLT / Egalet Corporation T-3

T-3 1 a18-412581t3.htm T-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 EGALET CORPORATION (Name of Applicant)* 600 Lee Road Suite 100 Wayne, Pennsylvania 19087 (Address of Principal Executive Offices) Securities to be Issued Under the Indenture to be Qualified Title of Class

BY-LAWS of EGALET US INC. A Delaware Corporat i on Adopted: October ;}9, 2012 2 -Ro ,b

Exhibit T3B-2 BY-LAWS of EGALET US INC. A Delaware Corporat i on Adopted: October ;}9, 2012 2 -Ro ,b BY-LAWS TABLE OF CONTENTS ARTICLE I. STOCKHOLDERS ............................................................................................................... 1 SECTION 1.1. ANNUAL MEETING ...........................................................................................................

File Copy CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY 07316221 Company No. The Registrar of Companies for England and Wales, hereby certifies that EGALET LIMITED is this day incorporated under the Companies Act 2006 as a private company,

Exhibit T3A-3 File Copy CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY 07316221 Company No.

Egalet Reports Third Quarter 2018 Financial Results —Highest quarterly revenue for SPRIX Nasal Spray and OXAYDO —

Exhibit 99.1 Egalet Reports Third Quarter 2018 Financial Results —Highest quarterly revenue for SPRIX Nasal Spray and OXAYDO — Wayne, Penn. — November 19, 2018 — Egalet Corporation (Nasdaq: EGLT) (“Egalet”), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain, today reported financial results for the third quarter en

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 16, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation 10-Q (Quarterly Report)

10-Q 1 eglt-20180930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

EGLT / Egalet Corporation NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 13, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Corporation November 2018 1

EX-99.1 2 a18-401201ex99d1.htm EX-99.1 Exhibit 99.1 Egalet Corporation November 2018 1 2 Forward Looking Statements Statements included in this presentation that are not historical in nature are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations, and are subject to

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EX-99.2 7 a18-381681ex99d2.htm EX-99.2 Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) EGALET CORPORATION, et. al., ) Case No. 18 — [·] ( ) ) Debtors.(1) ) Jointly Administered ) ) DISCLOSURE STATEMENT WITH RESPECT TO DEBTORS’ PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPRO

Employment Separation Agreement and General Release, dated October 30, 2018, by and among Egalet Corporation and Stanley J. Musial (incorporated by reference to Exhibit 10.2 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

EX-10.2 4 a18-381681ex10d2.htm EX-10.2 Exhibit 10.2 EMPLOYMENT SEPARATION AGREEMENT AND GENERAL RELEASE THIS EMPLOYMENT SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Egalet Corporation, a Delaware Corporation (the “Company”), and Stanley J. Musial (“Executive” or “Musial”), effective following Executive’s signature of it without timely revocation (the “E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

8-K 1 a18-3816818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 29, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incor

Termination and Settlement Agreement, dated October 29, 2018, by and among Halo Pharmaceutical Inc., Egalet Corporation, Egalet US Inc. and Egalet Ltd. (incorporated by reference to Exhibit 10.3 to Egalet Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

EX-10.3 5 a18-381681ex10d3.htm EX-10.3 Exhibit 10.3 [EXECUTION COPY] TERMINATION AND SETTLEMENT AGREEMENT THIS TERMINATION AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of October 29, 2018, by and between Halo Pharmaceutical, Inc., a Delaware corporation, having offices at 30 North Jefferson Road, Whippany, NJ 07981 (“Halo”), and Egalet Corporation, a Delaware corporation, having offices

Asset Purchase Agreement, dated October 30, 2018, by and among Egalet Corporation, Egalet US Inc. and Iroko Pharmaceuticals Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 31, 2018).

EX-2.1 2 a18-381681ex2d1.htm EX-2.1 Exhibits 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between Iroko Pharmaceuticals Inc., Egalet US Inc., and Egalet Corporation Dated as of October 30, 2018 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE TRANSFERRED ASSETS 2 1.1 Purchase and Sale of Assets 2 1.2 Excluded Assets 4 1.3 Assumption of Liabilities 5 1.4 Excluded Liabilities 6 1.5

Egalet Signs Asset Purchase Agreement to Acquire Four FDA-Approved, Non-Narcotic Pain Products —Anticipates projected pro forma annual net revenue of between $80 and $90 million— —Company expects to reduce senior debt by $34 million— —Company files f

Exhibit 99.3 Egalet Signs Asset Purchase Agreement to Acquire Four FDA-Approved, Non-Narcotic Pain Products —Anticipates projected pro forma annual net revenue of between $80 and $90 million— —Company expects to reduce senior debt by $34 million— —Company files for voluntary pre-arranged plan of reorganization with support of majority in dollar amount of debt holders to facilitate acquisition of a

Restructuring Support Agreement, dated October 30, 2018, by and among Egalet Corporation, Egalet US Inc., Egalet Limited and the Supporting Noteholders (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND/OR OTHER APPLICA

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EX-99.1 6 a18-381681ex99d1.htm EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) EGALET CORPORATION, et al., ) Case No. 18 - ( ) ) ) Joint Administration Requested Debtors.(1) ) ) DEBTORS’ JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE THIS DRAFT CHAPTER 11 PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR SOL

Amendment No. 3 to Forbearance Agreement, dated October 24, 2018, by and among the Company, the Guarantors and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2018).

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO FORBEARANCE AGREEMENT This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of October 24, 2018, by and among Egalet Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-3718818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 24, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incor

Amendment No. 2 to Forbearance Agreement, dated October 21, 2018, by and among the Company, the Guarantors and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2018).

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO FORBEARANCE AGREEMENT This AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of October 21, 2018, by and among Egalet Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors f

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-3689728k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 21, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-3689718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 14, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incor

Amendment to Forbearance Agreement, dated October 14, 2018, by and among the Company, the Guarantors and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2018).

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO FORBEARANCE AGREEMENT This AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of October 14, 2018, by and among Egalet Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors f

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 14, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 3, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Form of Waiver Agreement, dated October 3, 2018, by and among the Company, the Guarantors and the Waiving Holder(s) (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018).

Exhibit 10.1 WAIVER AGREEMENT This WAIVER AGREEMENT, dated as of October 3, 2018 (this “Agreement”), to the Indenture is by and among (a) Egalet Corporation, a Delaware corporation (the “Company”), (b) the Guarantors party to the Indenture and (c) the undersigned holder of Notes (the “Waiving Holder”). W I T N E S S E T H: WHEREAS, reference is made to that certain Indenture, dated as of December

Material Impairments, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation SC TO-I/A

SC TO-I/A 1 a18-310941sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Egalet Corporation (Name of Subject Company and Filing Person (Issuer)) Megan Timmins Senior Vice President, General Counsel and Secretary 600

Forbearance Agreement, dated September 18, 2018, by and among the Company, the Guarantors and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Egalet Corporation’s current report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2018).

EX-10.1 2 a18-310921ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of September 18, 2018 (this “Agreement”), is by and among Egalet Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 18, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 5, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Corporation FUNDAMENTAL CHANGE COMPANY NOTICE, MAKE-WHOLE FUNDAMENTAL CHANGE COMPANY NOTICE AND OFFER TO REPURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 5.50% CONVERTIBLE SENIOR NOTES DUE 2020 (CUSIP NO. 28226B AB0)

Exhibit (a)(1) Egalet Corporation FUNDAMENTAL CHANGE COMPANY NOTICE, MAKE-WHOLE FUNDAMENTAL CHANGE COMPANY NOTICE AND OFFER TO REPURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 5.

EGLT / Egalet Corporation SC TO-I/A

SC TO-I/A 1 a18-186621sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Egalet Corporation (Name of Subject Company and Filing Person (Issuer)) Megan Timmins Senior Vice President, General Counsel and Secretary 600

EGALET CORPORATION 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (as amended and restated effective April 5, 2018)

Exhibit 10.1 EGALET CORPORATION 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (as amended and restated effective April 5, 2018) EGALET CORPORATION 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (as amended and restated effective April 5, 2018) 1. Purpose of the Plan The purpose of the Plan is to assist the Company, its Subsidiaries and Affiliates in attracting and retaining valued Employees, Consulta

EGLT / Egalet Corporation S-B

S-8 1 a18-179833s8.htm S-B As filed with the Securities and Exchange Commission on August 9, 2018. Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EGALET CORPORATION (Exact name of Registrant as specified in its charter) Delaware 600 Lee Road, Suite 100 Wayne, PA 19087 46-3575334 (State of Incorporation) (Add

Form of Egalet Corporation Restricted Stock Award Agreement (filed herewith).

Exhibit 10.1 EGALET CORPORATION Restricted Stock Award Agreement This Restricted Stock Award Agreement (this "Agreement") is made and entered into as of ], 20 (the "Grant Date") by and between Egalet Corporation, a Delaware corporation (the "Company") and [] (the "Grantee"). WHEREAS, the Company has adopted the Egalet Corporation 2013 Stock-Based Incentive Compensation Plan, as amended and/or rest

EGLT / Egalet Corporation 10-Q (Quarterly Report)

10-Q 1 eglt-20180630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 8, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction (Commission (I.

Egalet Reports Second Quarter 2018 Financial Results —Improvements in formulary status for key products— —Company to host conference call today at 8:30 AM EDT—

Exhibit 99.1 Egalet Reports Second Quarter 2018 Financial Results —Improvements in formulary status for key products— —Company to host conference call today at 8:30 AM EDT— Wayne, Penn. — August 8, 2018 — Egalet Corporation (Nasdaq: EGLT) (“Egalet”), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain and other condi

SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS

Exhibit (d)(2) SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS SUPPLEMENTAL INDENTURE dated September 28, 2016, between Egalet US Inc.

Egalet Corporation FUNDAMENTAL CHANGE COMPANY NOTICE, MAKE-WHOLE FUNDAMENTAL CHANGE COMPANY NOTICE AND OFFER TO REPURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 5.50% CONVERTIBLE SENIOR NOTES DUE 2020 (CUSIP NO. 28226B AB0)

Exhibit (a)(1) Egalet Corporation FUNDAMENTAL CHANGE COMPANY NOTICE, MAKE-WHOLE FUNDAMENTAL CHANGE COMPANY NOTICE AND OFFER TO REPURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 5.

SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS

Exhibit (d)(3) SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS SUPPLEMENTAL INDENTURE dated September 28, 2016, between Egalet Limited, a limited company organized under the laws of England and Wales and a wholly-owned subsidiary of Egalet Corporation (the “Company”) (the “Guaranteeing Subsidiary”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

EGLT / Egalet Corporation SC TO-I

SC TO-I 1 a18-179831sctoi.htm SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Egalet Corporation (Name of Subject Company and Filing Person (Issuer)) Megan Timmins Senior Vice President, General Counsel and Secretary 600 Lee Road, Suite 100 Way

EGLT / Egalet Corporation / Cetus Capital Iii, L.p. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Egalet Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28226B104 (CUSIP Number) Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP OFM II, L.P. VSS Fund, L.P. 8 Sound Shore Drive Suite 303 Greenwich,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Results of Operations and Financial Condition

8-K 1 a18-1711218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 9, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 6, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Appoints Industry Veteran John Varian to Board of Directors

Exhibit 99.1 Egalet Appoints Industry Veteran John Varian to Board of Directors Wayne, Penn. - June 7, 2018 - Egalet Corporation (Nasdaq: EGLT) (“Egalet”), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain and other conditions, today announced the appointment of John Varian to its board of directors. “John’s succes

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 a18-1353348k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 24, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 24, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Corporation Up to $8,500,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)5 Registration No. 333-209367 PROSPECTUS SUPPLEMENT (To Prospectus dated February 11, 2016) Egalet Corporation Up to $8,500,000 Common Stock On July 2, 2015, we entered into a Controlled Equity OfferingSM sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald & Co.”). In accordance with the terms of the Sales Agreemen

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 14, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 8, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Egalet Reports First Quarter 2018 Financial Results

Exhibit 99.1 Egalet Reports First Quarter 2018 Financial Results —Multiple advances in formulary status for key products— —Realigned and re-focused sales force— —Company to host conference call today at 8:30 AM EDT— WAYNE, Pa., May 8, 2018 /PRNewswire/ — Egalet Corporation (Nasdaq: EGLT) (“Egalet”), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and market

Egalet Corporation 2013 Stock-Based Incentive Compensation Plan (as amended and restated effective April 5, 2018) (filed herewith).

Exhibit 10.1 EGALET CORPORATION 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (as amended and restated effective April 5, 2018) EGALET CORPORATION 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (as amended and restated effective April 5, 2018) 1. Purpose of the Plan The purpose of the Plan is to assist the Company, its Subsidiaries and Affiliates in attracting and retaining valued Employees, Consulta

EGLT / Egalet Corporation 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Amendment No. 3 to the Egalet Corporation 2013 Stock-Based Incentive Compensation Plan (incorporated by reference to Annex A-1 to Egalet Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2018).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 4, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

EGLT / Egalet Corporation / Flynn James E Passive Investment

SC 13G 1 e617840sc13g-egalet.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Egalet Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B104 (CUSI

Egalet Corporation Up to $16,100,000 Common Stock

424B5 1 a18-84851424b5.htm 424B5 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)5 (To Prospectus Supplement dated July 2, 2015 Registration No. 333-202807 and Prospectus dated May 6, 2015) Egalet Corporation Up to $16,100,000 Common Stock This Prospectus Supplement amends and supplements the information in our prospectus, dated May 6, 2015 (File No. 333-202807) (the “Prospectus”), as supplemen

EGLT / Egalet Corporation 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001‑362

Employment Agreement by and between Egalet Corporation and Megan Timmins (filed herewith).

Exhibit 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2018 (the “Effective Date”), by and between Egalet Corporation, a Delaware corporation (the “Company”) and Megan Timmins (the “Executive”). WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, each upon the ter

List of Significant Subsidiaries (filed herewith).

Exhibit 21.1 Set forth below are the names of the Company’s subsidiaries, each 100% owned, directly or indirectly, as of December 31, 2017. Subsidiary Jurisdiction of Incorporation Egalet Limited United Kingdom Egalet US Inc. Delaware

Employment Agreement by and between Egalet Corporation and Barbara Carlin (filed herewith).

Exhibit 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2018 (the “Effective Date”), by and between Egalet Corporation, a Delaware corporation (the “Company”) and Barbara Carlin (the “Executive”). WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, each upon the te

Second Amendment dated December 10, 2015 to License Agreement effective as of November 23, 2000 between Recordati Sa Chemical & Pharmaceutical Company and Roxro Pharma LLC (incorporated by reference to Exhibit 10.15 to Zyla Life Sciences’ Annual Report on Form 10-K filed on March 16, 2018)

Exhibit 10.15 ***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with the Commission. December 10th, 2015 Recordati Ireland Limited Raheens East Ringaskiddy County Cork Egalet Limited Lejrvej 37-39, DK-3500 Vrerl0se Denmark RE: Second Amendment to License Agreement ("

Third Amended and Restated Certificate of Incorporation of Egalet Corporation, as amended (filed herewith).

EX-3.1 2 eglt-20171231ex31bfd9d68.htm EX-3.1 Exbhit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION ARTICLE I - NAME The name of the corporation is Egalet Corporation (the "Corporation"). ARTICLE II - REGISTERED OFFICE AND AGENT The address of the Corporation's registered office in the state of Delaware is to be located at c/o The Corporation Trust Company, Corpor

Form of Restricted Stock Unit Award Agreement (filed herewith).

Exhibit 10.34 EGALET CORPORATION Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of , 2018 (the "Grant Date") by and between Egalet Corporation, a Delaware corporation (the "Company") and [] (the "Grantee"). WHEREAS, the Company has adopted the Egalet Corporation 2013 Stock-Based Incentive Compensation Plan, as amended

First Amendment dated March 21, 2001 to License Agreement effective as of November 23, 2000 between Recordati Sa Chemical & Pharmaceutical Company and Roxro Pharma LLC (incorporated by reference to Exhibit 10.14 to Zyla Life Sciences’ Annual Report on Form 10-K filed on March 16, 2018)

Exhibit 10.14 iR RECORDATI S.A. SWISS BRANCH by courier PlAZZA DHL ROXRO PHARMA LLC BOFFALORA, 4 1010 El Camino Real, Suite 300 CH-6830 CHIASSO, Menlo Park, CA 94025 SWITZERLAND fEl USA (4 I) (91) 6954260 FAX (41) (91) 6954279 For the kind attention of Mr Roger L. Whiting, President Chiasso, March 21st, 2001 Dear Mr Whiting, RE: First Amendment to License Agreement 1. We refer to the License Agree

License Agreement effective as of November 23, 2000 between Recordati Sa Chemical & Pharmaceutical Company and Roxro Pharma LLC (incorporated by reference to Exhibit 10.13 to Zyla Life Sciences’ Annual Report on Form 10-K filed on March 16, 2018)

Exhibit 10.13 LICENSE AGREEMENT Between RECORDATI SA CHEMICAL & PHARMACEUTICAL COMPANY and ROXRO PHARMA LLC effective as of November 23, 2000 This document is the confidential information of both parties hereto. It should be distributed on a need to know, basis and kept in secure area. ***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities

Egalet Reports Fourth Quarter and Full Year 2017 Financial Results —120 percent combined prescription growth 2017 over 2016— —55 percent net product sales growth 2017 over 2016— —Q4 2017 costs and expenses reduced 21 percent from Q3 2017— —Company to

Exhibit 99.1 Egalet Reports Fourth Quarter and Full Year 2017 Financial Results —120 percent combined prescription growth 2017 over 2016— —55 percent net product sales growth 2017 over 2016— —Q4 2017 costs and expenses reduced 21 percent from Q3 2017— —Company to host conference call today at 8:30 AM EDT— Wayne, Penn. — March 12, 2018 — Egalet Corporation (Nasdaq: EGLT) (“Egalet”), a fully integra

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 12, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 8, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

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8-K 1 a18-703518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 23, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 14, 2018 Egalet Corporation (Exact name of Registrant as specified in its charter) Delaware 001-36295 46-3575334 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.

CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION

EX-3.1 2 a18-63231ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION EGALET CORPORATION, a corporation incorporated under its current name on August 21, 2013 and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify: FIRST: That, at a meetin

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SC 13G/A 1 p18-0430sc13ga.htm EGALET CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Egalet Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B104 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this statement) Check the

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Egalet Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28226B104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

EGLT / Egalet Corporation / Atlas Venture Fund VII L P - SC 13G/A Passive Investment

SC 13G/A 1 a18-56401sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* EGALET CORPORATION Common stock, $0.001 (Title of Class of Securities) 28226B104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires

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Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EGLT / Egalet Corporation / Broadfin Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.