NewAmsterdam Pharma (NAMSW) inks Menarini supply pact for obicetrapib drugs

Rhea-AI Filing Summary

NewAmsterdam Pharma Company N.V. disclosed that its subsidiary, NewAmsterdam Pharma B.V., entered into a Supply Agreement with A. Menarini International Licensing S.A. on August 12, 2025. Under this agreement, the subsidiary will initially act as Menarini’s exclusive supplier of obicetrapib monotherapy and an obicetrapib/ezetimibe fixed-dose combination in bulk tablet form. Menarini must provide periodic volume forecasts, part of which will be binding, and pricing will be based on a defined mark-up over the subsidiary’s cost of goods sold, with periodic adjustments.

The parties will also start a process to transfer manufacturing of these drug products to Menarini or a designated third-party manufacturer. To support that transfer, NewAmsterdam’s subsidiary granted Menarini a non-exclusive, non-transferable license under the company’s patents and know-how to manufacture finished drug products. The Supply Agreement runs for the duration of the existing License Agreement, with rights for early termination in specified cases such as convenience (subject to timing conditions), uncured material breach, insolvency, or extended force majeure.

Insights

Biopharma partnerships and commercialization analyst

NewAmsterdam formalizes Menarini as initial exclusive supplier partner and sets path to transfer manufacturing rights.

This agreement turns Menarini’s prior license into an operational supply relationship. NewAmsterdam’s subsidiary will initially be the exclusive supplier of obicetrapib-based drug products, with Menarini providing binding volume forecasts and paying a price tied to a mark-up over cost of goods sold. That structure can help align margins with actual production costs rather than fixed prices.

Over time, the deal anticipates a shift in manufacturing from NewAmsterdam’s subsidiary to Menarini or a third-party contractor, supported by a non-exclusive, non-transferable license to use the company’s patents and know-how for finished products. The term is linked to the broader License Agreement, with detailed termination rights, including convenience termination only after manufacturing transfer is complete or two years after its initiation. Subsequent quarterly reports, including the Form 10-Q for the quarter ending September 30, 2025, may reveal how quickly volumes ramp and how the cost-plus pricing influences product gross margins.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 12, 2025

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

The Netherlands			001-41562	N/A
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Goomieer 2-35
Naarden
The Netherlands				1411 DC
(Address of Principal Executive Offices)				(Zip Code)
			+31 (0) 35 206 2971
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value €0.12 per share		NAMS		The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares		NAMSW		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).
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2025, NewAmsterdam Pharma B.V. (the “Subsidiary”), a subsidiary of NewAmsterdam Pharma Company N.V. (the “Company”), entered into a Supply Agreement (the “Supply Agreement”) with A. Menarini International Licensing S.A. (“Menarini”), as contemplated by the License Agreement between Menarini and the Subsidiary dated June 23, 2022, as amended (the “License Agreement”). Under the terms of the Supply Agreement, the Subsidiary agreed to supply Menarini with obicetrapib monotherapy and obicetrapib and ezetimibe fixed-dose combination finished products in bulk tablet form (the “Drug Products”). The Subsidiary will initially be Menarini’s exclusive supplier of the Drug Products and fulfill purchase orders based on periodic volume forecasts that Menarini is required to provide, a portion of which will be binding. The price to be paid by Menarini will be based on a specified mark-up to the Subsidiary’s “cost of goods sold” for the supplied Drug Products as determined in accordance with the Supply Agreement, subject to periodic adjustments.

The Supply Agreement also provides that the parties will initiate a process to transfer manufacturing of the Drug Products to Menarini or to a designated third-party contract manufacturer. In connection with the manufacturing transfer, the Subsidiary granted Menarini a non-exclusive, non-transferable license under the Company’s patents and know-how to manufacture finished Drug Products.

The term of the Supply Agreement continues for the duration of the term of the License Agreement unless terminated earlier as set forth in Supply Agreement. The Subsidiary may terminate the Supply Agreement for convenience upon advance 120 days’ written notice to Menarini, provided that the effective date of such a termination must follow the earlier of (i) completion of the manufacturing transfer described above and (ii) two years after the initiation of such transfer. Either party may terminate the Supply Agreement for uncured material breaches of the Supply Agreement, if the other party becomes insolvent, or if a force majeure event continues for six months or longer.

The Supply Agreement also contains customary provisions relating to, among other things, delivery, acceptance procedures, quality, insurance, representations, warranties, and indemnification.

The foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			NewAmsterdam Pharma Company N.V.
Date:	August 15, 2025	By:	/s/ Michael Davidson
		Name:	Michael Davidson, M.D.
		Title:	Chief Executive Officer

FAQ

What agreement did NewAmsterdam Pharma (NAMSW) enter into with Menarini?

NewAmsterdam Pharma B.V., a subsidiary of NewAmsterdam Pharma Company N.V., entered into a Supply Agreement with A. Menarini International Licensing S.A. under which it will supply obicetrapib monotherapy and an obicetrapib/ezetimibe fixed-dose combination in bulk tablet form.

What products are covered by the NewAmsterdam Pharma (NAMSW) Supply Agreement?

The Supply Agreement covers obicetrapib monotherapy and an obicetrapib and ezetimibe fixed-dose combination finished product, both supplied in bulk tablet form, collectively referred to as the Drug Products.

Is NewAmsterdam Pharma initially the exclusive supplier to Menarini under this agreement?

Yes. The subsidiary of NewAmsterdam Pharma will initially be Menarini’s exclusive supplier of the Drug Products and will fulfill purchase orders based on periodic volume forecasts that Menarini is required to provide, a portion of which will be binding.

How are prices determined in the NewAmsterdam Pharma (NAMSW) Supply Agreement with Menarini?

The price Menarini pays for the Drug Products is based on a specified mark-up over the subsidiary’s cost of goods sold for those products, as defined in the Supply Agreement, and is subject to periodic adjustments.

Does the Supply Agreement include a transfer of manufacturing from NewAmsterdam Pharma to Menarini?

Yes. The parties will initiate a process to transfer manufacturing of the Drug Products to Menarini or a designated third-party contract manufacturer, with Menarini receiving a non-exclusive, non-transferable license to use the company’s patents and know-how to manufacture finished products.

How long does the NewAmsterdam Pharma (NAMSW) Supply Agreement with Menarini last and how can it be terminated?

The Supply Agreement continues for the duration of the License Agreement, unless ended earlier. The subsidiary may terminate for convenience with 120 days’ written notice after manufacturing transfer is completed or two years after its initiation, and either party can terminate for uncured material breach, insolvency, or a force majeure event lasting six months or more.

Where can investors find the full text of the NewAmsterdam Pharma Supply Agreement?

NewAmsterdam Pharma intends to file the full text of the Supply Agreement as an exhibit to its Form 10-Q for the quarter ending September 30, 2025.