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Form 8-K

sec.gov

8-K — EGAIN Corp

Accession: 0001066194-26-000011

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001066194

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — egan-20260514x8k.htm (Primary)

EX-99.1 (egan-20260514xex99d1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: egan-20260514x8k.htm · Sequence: 1

eGain Corporation_May 14, 2026

0001066194false00010661942026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 14, 2026

(Date of earliest event reported)

eGain Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35314

77-0466366

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

1252 Borregas Avenue, Sunnyvale, California 94089

(Address of principal executive offices, including zip code)

(408) 636-4500

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.001 per share

EGAN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02Results of Operations and Financial Condition.

The following information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 14, 2026, eGain Corporation (“eGain”) issued a press release announcing results for its fiscal quarter ended March 31, 2026. The press release contains forward-looking statements regarding eGain and includes cautionary statements identifying important factors that may cause actual results to differ materially from those anticipated. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

EXHIBIT NO.

DESCRIPTION

99.1

Press release, dated May 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026

eGain Corporation

By:

/s/ Eric N. Smit

Eric N. Smit

Chief Financial Officer

(Duly Authorized Officer and

Principal Financial and Accounting Officer)

3

EX-99.1

EX-99.1

Filename: egan-20260514xex99d1.htm · Sequence: 2

Exhibit 99.1

eGain Reports Third Quarter 2026 Results Highlighting Accelerating

AI Knowledge Demand and Improved Profitability

Sunnyvale, CA (May 14, 2026) – eGain (Nasdaq: EGAN), a leader in AI-powered knowledge management for customer service, today announced financial results for its fiscal 2026 third quarter ended March 31, 2026.

“We delivered solid third quarter results with revenue in line with expectations and strong profitability that exceeded expectations,” said Ashu Roy, eGain’s CEO. “During the quarter, we secured multiple customer expansions and saw a meaningful increase in RFP activity, driven by growing market awareness of the ‘Garbage In Garbage Out’ knowledge problem in AI deployments. And last week, we announced four new products on our platform to strong customer interest at eGain Solve London.

Fiscal 2026 Third Quarter Financial Highlights

● Total revenue was $22.5 million, up 7% year over year.

● AI Knowledge Hub annual recurring revenue grew 26% year over year to $48.0 million, contributing 64% of total SaaS annual recurring revenue.

● GAAP gross margin was 73%, compared to 68% in Q3 fiscal 2025.

● Non-GAAP gross margin was 74%, up from 69% in Q3 fiscal 2025.

● GAAP net income was $2.4 million, or $0.09 per share on a basic and diluted basis, compared to GAAP net income of $66,000, or $0.00 per share on a basic and diluted basis, in Q3 fiscal 2025.

● Non-GAAP net income was $3.2 million, or $0.12 per share on a basic basis and $0.11 per share on a diluted basis, compared to non-GAAP net income of $765,000, or $0.03 per share on a basic and diluted basis, in Q3 fiscal 2025.

● Adjusted EBITDA was $3.2 million, representing a 14% margin, compared to $1.2 million, or a 6% margin, in Q3 fiscal 2025.

● Total cash and cash equivalents were $80.5 million, compared to $68.7 million in Q3 fiscal 2025.

Fiscal 2026 First Nine Months Financial Highlights

● Total revenue was $69.0 million, up 6% year over year.

● GAAP gross margin was 74%, compared to 69% in the same period last year.

● Non-GAAP gross margin was 74%, up from 70% in the same period last year.

● GAAP net income was $7.6 million, or $0.28 per share on a basic basis and $0.27 per share on a diluted basis, compared to GAAP net income of $1.4 million, or $0.05 per share on a basic and diluted basis, in the same period last year.

● Non-GAAP net income was $10.9 million, or $0.40 per share on a basic basis and $0.39 per share on a diluted basis, compared to non-GAAP net income of $3.3 million, or $0.12 per share on a basic and diluted basis, in the same period last year.

● Adjusted EBITDA was $11.5 million, representing a 17% margin, compared to $4.2 million, or a 6% margin, in the same period last year.

● Cash provided by operating activities was $18.7 million, or an operating cash flow margin of 27%.

Fiscal 2026 Fourth Quarter Financial Guidance

For the fourth quarter of fiscal 2026 ending June 30, 2026, eGain expects:

● Total revenue between $21.5 million to $22.0 million.

● GAAP net loss of $300,000 to net income of $400,000, or between ($0.01) to $0.01 per share.

o Includes stock-based compensation expense of approximately $900,000.

● Non-GAAP net income between $600,000 to $1.3 million, or between $0.02 to $0.05 per share.

1

● Adjusted EBITDA between $500,000 to $1.0 million, or margin between 2% to 5%.

Fiscal 2026 Financial Guidance

For the fiscal 2026 full year ending June 30, 2026, eGain is updating its guidance as follows:

● Total revenue between $90.5 million to $91.0 million.

● GAAP net income between $7.0 million to $7.8 million, or $0.25 to $0.28 per share.

o Includes stock-based compensation expense of approximately $2.9 million.

o Includes warrant expense of approximately $1.4 million.

● Non-GAAP net income between $11.3 million to $12.1 million, or $0.39 to $0.42 per share.

● Adjusted EBITDA between $11.9 million to $12.4 million, or margin of 13%.

Guidance Assumptions:

● Weighted average shares outstanding are expected to be approximately 28.0 million for the fourth quarter and full fiscal 2026.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as supplemental information relating to eGain’s operating results, including adjusted EBITDA and non-GAAP net income. Adjusted EBITDA is defined as net income, adjusted for the impact of depreciation and amortization, issuance of common stock warrant for services, stock-based compensation expense, interest income, provision for income taxes, other income (expense), net and severance and related charges. Non-GAAP net income measure is adjusted for issuance of common stock warrant for services and stock-based compensation expense. eGain’s management has analyzed the effect of these non-GAAP adjustments on our provision for income taxes and believes the change in our provision for income taxes would not be substantial. Non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, or GAAP, and may be different from non-GAAP measures used by other companies. eGain’s management uses these non-GAAP measures to compare our performance to that of prior periods for trend analysis and for budgeting and planning purposes. eGain believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in our financial and operational decision-making. Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release. eGain urges investors to review the reconciliation and not to rely on any single financial measure to evaluate our business. In addition, this press release includes eGain’s projected non-GAAP net income and adjusted EBITDA for future periods, non-GAAP measures used to describe eGain’s expected performance. We have not presented a reconciliation of eGain’s non-GAAP net income or adjusted EBITDA to projected net income, the most comparable GAAP financial measure, because the reconciliation could not be prepared without unreasonable effort. The information necessary to prepare the reconciliations are not available on a forward-looking basis and cannot be accurately predicted. The unavailable information could have a significant impact on the calculation of the comparable GAAP financial measure.

Conference Call Information

eGain will discuss its fiscal 2026 third quarter results today via a teleconference at 2:00 p.m. Pacific Time. To access the live call, dial 844-481-2704 (U.S. toll free) or +1 412-317-0660 (International) and ask to join the eGain earnings call. A live and archived webcast of the call will also be accessible on the “Investors” section of eGain’s website at www.egain.com. In addition, a phone replay of the conference call will be available starting two hours after the call and will remain available for one week. To access the phone replay, dial 855-669-9658 (U.S. toll free) or +1 412-317-0088 (International). The replay access code is 8344740.

About eGain

eGain is a leading provider of AI-powered knowledge management and customer experience automation solutions. With over 25 years of experience in knowledge management, eGain helps enterprises unify siloed content, automate trusted knowledge workflows, and deliver measurable AI-ROI through proven frameworks and methods. Global 2000 companies across industries rely on eGain to transform customer service, improve employee productivity, reduce costs, and accelerate AI adoption. Visit www.egain.com for more information.

2

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including without limitation: our financial guidance for the fourth quarter of fiscal 2026 and fiscal 2026 full year ending June 30, 2026; demand for our products and market opportunity; and our market position. The achievement or success of the matters covered by such forward-looking statements, including future financial guidance, involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by the forward-looking statements we make, including our ability to achieve our targets for the fourth quarter of fiscal 2026 and fiscal 2026 full year ending June 30, 2026. The risks and uncertainties referred to above include, but are not limited to: risks to our business, operating results, and financial condition; the pace of technological advancements in generative AI and the adaptability of our services to incorporate these advancements; market demand for AI-enabled solutions; risks associated with new product releases and new services and products features; risks that customer demand may fluctuate or decrease; risks that we are unable to collect unbilled contractual commitments; risks that our lengthy sales cycles may negatively affect our operating results; currency risks; our ability to capitalize on customer engagement; risks related to our reliance on a relatively small number of customers for a substantial portion of our revenue; our ability to compete successfully and manage growth; our ability to develop and expand strategic and third-party distribution channels; risks related to our international operations; our ability to continue to innovate; our strategy of making investments in sales to drive growth; general political or destabilizing events, including war, intensified international hostilities, conflict or acts of terrorism; the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including those addressing data privacy, cyber-security and cross-border data transfers; and other risks detailed from time to time in eGain’s public filings, including eGain’s annual report on Form 10-K for the fiscal year ended June 30, 2025 and subsequent reports filed with the Securities and Exchange Commission, which are available on the Securities and Exchange Commission’s website at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

eGain, the eGain logo, and all other eGain product names and slogans are trademarks or registered trademarks of eGain Corporation in the United States and/or other countries. All other company names and products mentioned in this release may be trademarks or registered trademarks of the respective companies.

Investor Relations

Todd Kehrli or Jim Byers

PondelWilkinson, Inc.

tkehrli@pondel.com

jbyers@pondel.com

3

eGain Corporation

Condensed Consolidated Balance Sheets

(in thousands, except par value data)

(unaudited)

March 31,

June 30,

​ ​ ​

2026

​ ​ ​

2025

ASSETS

Current assets:

Cash and cash equivalents

$

80,462

$

62,909

Restricted cash

8

8

Accounts receivable, less provision for credit losses of $25 and $7 as of March 31, 2026 and June 30, 2025, respectively

8,715

32,775

Costs capitalized to obtain revenue contracts, net

876

1,148

Prepaid expenses

2,182

2,841

Other current assets

903

886

Total current assets

93,146

100,567

Property and equipment, net

880

670

Operating lease right-of-use assets

2,862

3,530

Costs capitalized to obtain revenue contracts, net of current portion

1,274

1,460

Goodwill

13,186

13,186

Other assets, net

28,337

28,592

Total assets

$

139,685

$

148,005

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

1,524

$

2,596

Accrued compensation

4,925

6,749

Accrued liabilities

3,505

2,821

Operating lease liabilities

1,505

1,220

Deferred revenue

31,872

48,765

Total current liabilities

43,331

62,151

Deferred revenue, net of current portion

2,180

1,766

Operating lease liabilities, net of current portion

1,630

2,449

Other long-term liabilities

987

908

Total liabilities

48,128

67,274

Stockholders' equity:

Common stock, par value $0.001 per share - authorized: 60,000 shares; issued: 33,835 and 33,237 shares as of March 31, 2026 and June 30, 2025, respectively; outstanding: 27,450 and 27,083 shares as of March 31, 2026 and June 30, 2025, respectively

34

33

Additional paid-in capital

417,270

411,253

Treasury stock, at cost: 6,385 and 6,154 shares of common stock as of March 31, 2026 and June 30, 2025, respectively

(40,252)

(38,812)

Accumulated other comprehensive loss

(1,660)

(336)

Accumulated deficit

(283,835)

(291,407)

Total stockholders' equity

91,557

80,731

Total liabilities and stockholders' equity

$

139,685

$

148,005

4

eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

Nine Months Ended

March 31,

March 31,

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Revenue:

SaaS

$

20,917

$

19,563

$

64,616

$

60,230

Professional services

1,582

1,446

4,370

4,967

Total revenue

22,499

21,009

68,986

65,197

Cost of revenue:

Cost of SaaS

4,532

4,594

13,141

13,742

Cost of professional services

1,462

2,129

4,856

6,327

Total cost of revenue

5,994

6,723

17,997

20,069

Gross profit

16,505

14,286

50,989

45,128

Operating expenses:

Research and development

7,566

7,514

22,158

22,643

Sales and marketing

4,644

4,704

13,847

14,715

General and administrative

2,287

2,041

8,097

6,584

Total operating expenses

14,497

14,259

44,102

43,942

Income from operations

2,008

27

6,887

1,186

Interest income

603

597

1,689

2,029

Other income (expense), net

176

(304)

599

(875)

Income before income tax provision

2,787

320

9,175

2,340

Income tax provision

(371)

(254)

(1,603)

(951)

Net income

$

2,416

$

66

$

7,572

$

1,389

Per share information:

Earnings per share:

Basic

$

0.09

$

0.00

$

0.28

$

0.05

Diluted

$

0.09

$

0.00

$

0.27

$

0.05

Weighted-average shares used in computation:

Basic

27,420

28,065

27,187

28,439

Diluted

28,140

28,482

27,955

28,949

Summary of stock-based compensation included in costs and expenses above:

Cost of revenue

$

149

$

217

$

377

$

679

Research and development

369

272

912

523

Sales and marketing

156

98

382

277

General and administrative

115

112

286

474

Total stock-based compensation

$

789

$

699

$

1,957

$

1,953

5

eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)

Three Months Ended

Nine Months Ended

March 31,

March 31,

​ ​ ​

2026

2025

2026

2025

Income from operations

$

2,008

$

27

$

6,887

$

1,186

Add:

Issuance of common stock warrant for services

1,350

Stock-based compensation

789

699

1,957

1,953

Non-GAAP income from operations

$

2,797

$

726

$

10,194

$

3,139

Three Months Ended

Nine Months Ended

March 31,

March 31,

​ ​ ​

2026

2025

2026

2025

Net income

$

2,416

$

66

$

7,572

$

1,389

Add:

Issuance of common stock warrant for services

1,350

Stock-based compensation

789

699

1,957

1,953

Non-GAAP net income

$

3,205

$

765

$

10,879

$

3,342

Per share information:

Non-GAAP earnings per share:

Basic

$

0.12

$

0.03

$

0.40

$

0.12

Diluted

$

0.11

$

0.03

$

0.39

$

0.12

Weighted-average shares used in computation:

Basic

27,420

28,065

27,187

28,439

Diluted

28,140

28,482

27,955

28,949

Three Months Ended

Nine Months Ended

March 31,

March 31,

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Net income

$

2,416

$

66

$

7,572

$

1,389

Add:

Depreciation and amortization

102

88

285

263

Issuance of common stock warrant for services

1,350

Stock-based compensation expense

789

699

1,957

1,953

Interest income

(603)

(597)

(1,689)

(2,029)

Provision for income taxes

371

254

1,603

951

Other income (expense), net

(176)

304

(599)

875

Severance and related charges

251

358

975

759

Adjusted EBITDA

$

3,150

$

1,172

$

11,454

$

4,161

6

eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Three Months Ended

March 31,

Growth Rates

Constant Currency Growth Rates [1]

2026

2025

Revenue:

​ ​ ​

GAAP SaaS

$

20,917

$

19,563

7%

5%

GAAP professional services

1,582

1,446

9%

9%

Total GAAP revenue

$

22,499

$

21,009

7%

6%

Cost of Revenue:

​ ​ ​

GAAP SaaS

$

4,532

$

4,594

Non-GAAP SaaS

$

4,532

$

4,594

GAAP professional services

$

1,462

$

2,129

Add back:

Stock-based compensation

(149)

(217)

Non-GAAP professional services

$

1,313

$

1,912

GAAP total cost of revenue

$

5,994

$

6,723

Add back:

Stock-based compensation

(149)

(217)

Non-GAAP total cost of revenue

$

5,845

$

6,506

(10%)

(10%)

Gross Profit:

Non-GAAP SaaS

$

16,385

$

14,969

Non-GAAP professional services

269

(466)

Non-GAAP gross profit

$

16,654

$

14,503

15%

13%

Operating expenses:

GAAP research and development

$

7,566

$

7,514

Add back:

Stock-based compensation expense

(369)

(272)

Non-GAAP research and development

$

7,197

$

7,242

(1%)

(1%)

GAAP sales and marketing

$

4,644

$

4,704

Add back:

Stock-based compensation expense

(156)

(98)

Non-GAAP sales and marketing

$

4,488

$

4,606

(3%)

(4%)

GAAP general and administrative

$

2,287

$

2,041

Add back:

Stock-based compensation expense

(115)

(112)

Non-GAAP general and administrative

$

2,172

$

1,929

13%

12%

GAAP operating expenses

$

14,497

$

14,259

Add back:

Stock-based compensation expense

(640)

(482)

Non-GAAP operating expenses

$

13,857

$

13,777

1%

0%

[1] Constant currency growth rates presented are derived from converting the current period results for entities reporting in currencies other than U.S. Dollars into U.S. Dollars at the exchange rates in effect during the prior period presented rather than the actual exchange rates in effect during the current period.

7

eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Nine Months Ended

March 31,

Growth Rates

Constant Currency Growth Rates [1]

2026

2025

Revenue:

​ ​ ​

GAAP SaaS

$

64,616

$

60,230

7%

6%

GAAP professional services

4,370

4,967

(12%)

(13%)

Total GAAP revenue

$

68,986

$

65,197

6%

5%

Cost of Revenue:

​ ​ ​

GAAP SaaS

$

13,141

$

13,742

Non-GAAP SaaS

$

13,141

$

13,742

GAAP professional services

$

4,856

$

6,327

Add back:

Stock-based compensation

(377)

(679)

Non-GAAP professional services

$

4,479

$

5,648

GAAP total cost of revenue

$

17,997

$

20,069

Add back:

Stock-based compensation

(377)

(679)

Non-GAAP total cost of revenue

$

17,620

$

19,390

(9%)

(9%)

Gross Profit:

Non-GAAP SaaS

$

51,475

$

46,488

Non-GAAP professional services

(109)

(681)

Non-GAAP gross profit

$

51,366

$

45,807

12%

11%

Operating expenses:

GAAP research and development

$

22,158

$

22,643

Add back:

Stock-based compensation expense

(912)

(523)

Non-GAAP research and development

$

21,246

$

22,120

(4%)

(4%)

GAAP sales and marketing

$

13,847

$

14,715

Add back:

Stock-based compensation expense

(382)

(277)

Non-GAAP sales and marketing

$

13,465

$

14,438

(7%)

(8%)

GAAP general and administrative

$

8,097

$

6,584

Add back:

Issuance of common stock warrant for services

(1,350)

Stock-based compensation expense

(286)

(474)

Non-GAAP general and administrative

$

6,461

$

6,110

6%

5%

GAAP operating expenses

$

44,102

$

43,942

Add back:

Issuance of common stock warrant for services

(1,350)

Stock-based compensation expense

(1,580)

(1,274)

Non-GAAP operating expenses

$

41,172

$

42,668

(4%)

(4%)

[1] Constant currency growth rates presented are derived from converting the current period results for entities reporting in currencies other than U.S. Dollars into U.S. Dollars at the exchange rates in effect during the prior period presented rather than the actual exchange rates in effect during the current period.

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XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document and Entity Information

May 14, 2026

Document and Entity Information [Abstract]

Document Type

8-K

Document Period End Date

May 14, 2026

Entity File Number

001-35314

Entity Registrant Name

eGain Corporation

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

77-0466366

Entity Address, Address Line One

1252 Borregas Avenue

Entity Address, City or Town

Sunnyvale

Entity Address, State or Province

CA

Entity Address, Postal Zip Code

94089

City Area Code

408

Local Phone Number

636-4500

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false

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Common Stock, par value $0.001 per share

Trading Symbol

EGAN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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Entity Central Index Key

0001066194

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