This action stems from a proposed transaction announced on November 6, 2020, pursuant to which Emisphere Technologies, Inc. would be acquired by Novo Nordisk A/S.

Emisphere is a pharmaceutical and drug delivery company that develops proprietary technologies for oral formulations of therapeutic agents. Emisphere collaborated with Novo Nordisk on the oral delivery of the Type 2 diabetes drug Rybelsus using Emisphere’s proprietary SNAC drug delivery technology.

On November 16, 2020, Defendants issued a proxy statement in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, rendering the Proxy Statement false and misleading, and seeks to recover from Defendants damages incurred as a result of Defendants’ materially false and misleading statements and omissions of material facts.

On January 19, 2024, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an Amended Complaint under seal on April 22. The seal was lifted on June 7. Defendants filed a Motion to Dismiss the Amended Complaint on September 27.

On April 15, 2025, the Court gave Lead Plaintiff permission to amend the Complaint and terminated the pending Motion to Dismiss. Lead Plaintiff filed a second Amended Complaint on May 28.