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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): November 2, 2026
SUPERNUS PHARMACEUTICALS, INC.
(Exact name of Registrant
as Specified in Its Charter)
| Delaware |
001-35518 |
20-2590184 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
9715 Key West Avenue
Rockville, Maryland |
20850 |
| (Address of principal executive offices) |
(Zip
Code) |
Registrant’s telephone
number, including area code: (301) 838-2500
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))
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. ¨
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common
Stock, $0.001 par value per share |
|
SUPN |
|
The Nasdaq
Stock Market LLC |
Introductory Note
Effective at 8:18 a.m.
Eastern Time on November 2, 2026 (the “Effective Time”), Supernus Pharmaceuticals,
Inc., a Delaware corporation (“Supernus” or the “Company”),
and Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”), completed
the previously announced business combination, pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026 (the “Merger
Agreement”), by and among Indivior, Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior
(“Merger Sub”), and Supernus. Pursuant to the Merger Agreement, Merger Sub
merged with and into Supernus (the “Merger”), with Supernus continuing as
the surviving corporation and becoming a wholly owned subsidiary of Indivior. In connection with, and immediately upon completion of,
the Merger, Indivior was renamed “Supernus, Inc.” References to the “Combined Company” as used in this Current
Report on Form 8-K shall mean Indivior, as renamed, following the closing of the Merger (the “Closing”).
As a result of the Merger, the Company became a wholly owned subsidiary of the Combined Company, and shares of the Company’s common
stock, par value $0.001 per share (the “Supernus Common Stock”), will cease to be listed on The Nasdaq Stock Market LLC (“Nasdaq”).
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Credit Agreement
On November 2, 2026 (the “Closing
Date”), in connection with the Merger, the Combined Company and certain of its subsidiaries, including the Company (collectively,
the “Loan Parties”), entered into a Credit Agreement (the “Credit
Agreement”) by and among the Combined Company, as the borrower, the other Loan Parties, including the Company, as guarantors,
the financial institutions from time to time party thereto as lenders, and Citibank, N.A. (“Citi”),
as agent for the lenders and for itself as lender, providing for a senior secured term loan facility (the “Credit
Facility”) in an aggregate principal amount of $650,000,000, all of which was borrowed on the Closing Date. Capitalized terms
used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.
The proceeds of the Credit
Facility are permitted to be used, in whole or in part, to consummate the Merger, to refinance or repay certain existing indebtedness
of the Combined Company and its subsidiaries on the Closing Date, to pay fees, costs and expenses incurred in connection with the Merger
and the Credit Agreement, and for general corporate purposes (including, without limitation, acquisitions and investments permitted under
the Credit Agreement).
Interest Rate, Fees and Prepayments
From the Closing Date through
the first day of the month immediately following the month during which the first quarterly financial statements are delivered, the term
loans bear interest at a rate per annum equal to, at the Combined Company’s option, (i) a rate based on Term SOFR plus 2.25% or
(ii) a rate based on the Base Rate plus 1.25%. Thereafter, the term loans will bear interest at a rate per annum equal to, at the Combined
Company’s option, (i) a rate based on Term SOFR plus a variable applicable margin ranging from 2.00% to 2.75% based on the
applicable total net leverage ratio or (ii) a rate based on the Base Rate plus a variable applicable margin ranging from 1.00% to
1.75% based on the applicable total net leverage ratio. The Combined Company is permitted to repay the Credit Facility, in whole or in
part, without penalty or premium, subject to certain notice periods.
Guarantees and Security
The obligations under the
Credit Facility are guaranteed by certain of the Combined Company’s subsidiaries located in the United States, England and Wales,
Scotland or Northern Ireland. The obligations under the Credit Facility are secured by a first priority lien on substantially all current
and future tangible and intangible property of the Loan Parties and pledges of the equity of certain subsidiaries, in each case subject
to certain exceptions, limitations and customary exclusions from the collateral.
Certain Covenants and Events of Default
The Credit Agreement contains
customary affirmative covenants, including financial statement reporting requirements and delivery of a compliance certificate. The Credit
Agreement also contains customary negative covenants that limit the Loan Parties’ (and their Restricted Subsidiaries’) ability
to, among other things, grant or incur liens, dispose of assets, incur additional indebtedness, make certain investments, restricted payments
or restricted debt payments, enter into certain mergers and acquisitions, or engage in certain transactions with affiliates subject in
each case to certain customary exclusions, exceptions and baskets. In addition, the Credit Agreement contains maximum Total Net Leverage
Ratio and minimum Consolidated Interest Coverage Ratio financial covenants.
The Credit Agreement also
contains customary events of default (subject to certain exceptions, thresholds and grace periods), including, among other things, the
failure to pay obligations when due, breach of covenants, cross-default to certain other indebtedness, bankruptcy-related defaults, certain
monetary judgment defaults, and certain change of control events. The occurrence of an event of default may result in the termination
of the Credit Agreement and acceleration of repayment obligations with respect to any outstanding obligations under the Credit Facility.
The foregoing description
of the material terms of the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by,
reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The disclosure in the Introductory
Note of this Current Report on Form 8-K is incorporated herein by reference.
Subject to the terms and
conditions of the Merger Agreement, at the Effective Time, and as a result of the Merger, each share of common stock of Supernus, par
value $0.001 per share, issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, as defined in the
Merger Agreement) was converted into the right to receive 1.5401 shares of Indivior common stock, par value $0.001 per share (such ratio,
the “Exchange Ratio” and such shares, the “Indivior
Share”). No fractional shares were issued in the Merger; cash is payable in lieu of fractional shares, as described in the
Merger Agreement.
In addition, at the Effective
Time and as a result of the Merger and without any action on the part of any holder thereof:
(i) each restricted stock
unit of Supernus (“Supernus RSU”) that was then outstanding was automatically
assumed and converted into an award of restricted stock units of the Combined Company (each, a “Rollover
RSU”) with the same terms and conditions that applied to such Supernus RSU, including applicable vesting conditions, relating
to a number of Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number of shares of Supernus
Common Stock subject to such Supernus RSU immediately prior to the Effective Time multiplied by (B) the Exchange Ratio;
(ii) each Supernus restricted
stock unit subject to performance-based vesting restrictions (“Supernus PSU”)
that was then outstanding was automatically assumed and converted into a Rollover RSU that is subject solely to time-based vesting, with
the same other terms and conditions that applied to such Supernus PSU immediately prior to the Effective Time, relating to a number of
Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number of shares of Supernus Common Stock subject
to such Supernus PSU immediately prior to the Effective Time multiplied by (B) the Exchange Ratio; and
(iii) each option to purchase
shares of Supernus Common Stock (“Supernus Option”) that was then outstanding
was automatically assumed and converted into an option to acquire Indivior Shares (each, a “Rollover
Option”) at an adjusted exercise price per share, subject to the same terms and conditions as were applicable to such Supernus
Option immediately prior to the Effective Time, including applicable vesting conditions; accordingly, (A) each Rollover Option is exercisable
solely for Indivior Shares, (B) the number of Indivior Shares subject to each Rollover Option was determined by multiplying the number
of shares of Supernus Common Stock subject to the Supernus Option immediately prior to the Effective Time by the Exchange Ratio and rounding
down to the nearest whole number, and (C) the per share exercise price for Indivior Shares issuable upon exercise of such Rollover Option
is equal to the per share exercise price of the shares of Supernus Common Stock subject to the Supernus Option, as in effect immediately
prior to the Effective Time, divided by the Exchange Ratio and rounded up to the nearest whole cent.
A copy of the Merger Agreement
has been previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on August 3, 2026 and is incorporated herein by reference. The
foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
At the Effective Time, each
share of Supernus Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, as defined
in the Merger Agreement) was converted into the right to receive the Merger consideration described in Item 2.01 of this Current Report
on Form 8-K, and each former holder of Supernus Common Stock ceased to have any rights as a stockholder of the Company, other than the
right to receive such Merger consideration.
The information set forth
in the Introductory Note and under Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01 |
Changes in Control of Registrant. |
At the Effective Time, pursuant
to the terms of the Merger Agreement and the certificate of merger filed with the Secretary of State of the State of Delaware, the certificate
of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy
of the amended and restated certificate of incorporation of the Company is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The information set forth in the Introductory Note
and under Item 2.01, Item 3.03, and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, pursuant
to the terms of the Merger Agreement and the Certificate of Merger filed with the Secretary of State of the State of Delaware, the certificate
of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read
as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that references therein
to the name of Merger Sub were changed to refer to the Company as the surviving corporation). A copy of the amended and restated certificate
of incorporation of the Company is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In
addition, at the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated
in their entirety. A copy of the amended and restated bylaws of the Company is filed as Exhibit 3.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On November 2, 2026, the
Combined Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished herewith as
Exhibit 99.1 and is incorporated by reference herein.
The information under Item
7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) The following exhibits are filed with this Current Report on Form
8-K:
| 2.1 |
Agreement
and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc.,
Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. (filed as Exhibit
2.1 to the Company’s Current Report on Form 8-K filed August 3, 2026 and incorporated
herein by reference). |
| 3.1* |
Amended
and Restated Certificate of Incorporation of Supernus Pharmaceuticals, Inc. |
| 3.2* |
Bylaws of Artemis Merger Sub Inc. |
| 10.1*# |
Credit
Agreement, dated November 2, 2026, among Supernus, Inc. (formerly Indivior Pharmaceuticals,
Inc.), as borrower, the guarantors party thereto (including Supernus Pharmaceuticals, Inc.),
Citibank, N.A., as agent, and the lenders party thereto. |
| 99.1* |
Press
release, dated November 2, 2026. |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Filed
herewith |
| # |
Exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to
the Securities and Exchange Commission upon request. |
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.
| |
Supernus Pharmaceuticals, Inc. |
| |
|
| Date: November 2, 2026 |
By: |
/s/ Timothy C. Dec |
| |
|
Timothy C. Dec |
| |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Supernus and Indivior Complete Merger Creating
a Diversified CNS Biopharmaceutical Leader
| · | Merger
positions Supernus as a leading diversified central nervous system (CNS) biopharmaceutical company with a broad portfolio of marketed
medicines, enhanced financial flexibility and a differentiated pipeline |
| · | Significantly
enhances cash flow profile and scale, unlocking greater capacity to resource growth-driving products, advance CNS pipeline, and pursue
strategic opportunities |
| · | Combined
entity will operate as Supernus, Inc. and begin trading on the Nasdaq Global Market under the ticker symbol “SUPN” on November
3, 2026 |
ROCKVILLE, Md., November 2, 2026 – Supernus, Inc. (Nasdaq:
SUPN)1 today announced the successful completion of the merger between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals,
Inc. (Indivior). The combination officially launches Supernus, Inc., a leading diversified biopharmaceutical company dedicated to treating
those living with central nervous system (CNS) diseases.
Supernus, Inc. Creates Immediate Scale and Expanded Capabilities
| · | A
Diversified Commercial Platform: An 11-product portfolio spans opioid use disorder, psychiatry, and neurology, and includes five
core growth drivers – SUBLOCADE®, Qelbree®, GOCOVRI®, ONAPGO®, and ZURZUVAE® – that provide a durable
foundation for long-term revenue expansion. |
| · | Established
Financial Scale and Enhanced Cash Flow: Financial capacity to pursue further growth opportunities, including driving growth in its
commercial portfolio, advancing its novel pipeline, and pursuing future business. |
“Today marks a transformative milestone as we officially bring
together two organizations united by a shared dedication to those living with complex neurological conditions,” said Jack Khattar,
President and CEO of Supernus, Inc. “As one team, we are committed to expanding meaningful treatments for patients, executing seamlessly,
and delivering long-term value for our shareholders.”
Tony Kingsley, Chair of the Board of Directors of Supernus, Inc., added,
"This combination brings together best-in-class commercial capabilities, leading CNS therapies, and a strong financial foundation.
We believe the combined company is exceptionally well positioned to pursue long-term growth while maintaining disciplined capital allocation
and a commitment to creating shareholder value."
The Merger and Transaction Details
Under the terms of the definitive merger agreement, Supernus Pharmaceuticals,
Inc. stockholders received 1.5401 common shares of Indivior Pharmaceuticals, Inc. for each share of Supernus Pharmaceuticals, Inc. they
owned.
Stockholders of Indivior immediately prior to the closing of the merger
will receive a one-time special cash dividend of $1.0 billion in the aggregate as previously announced. To finance the dividend to Indivior
stockholders, the companies utilized a previously secured debt commitment of $650 million through a term loan facility provided by Citibank
N.A., with the remaining portion funded by existing cash on hand of the combined company.
Upon the close of the transaction, former Indivior stockholders own
approximately 56.5% of the combined company, and former Supernus Pharmaceuticals, Inc. stockholders own approximately 43.5% of the combined
company, on a fully diluted basis.
Leadership and Governance
Supernus Pharmaceuticals’ current headquarters in Rockville,
Md., will serve as the combined company’s global headquarters. Jack Khattar will serve as President, Chief Executive Officer and
a member of the Board of Directors of the combined company, and Tony Kingsley, previously a member of Indivior’s Board of Directors,
will serve as Board Chair. The combined company's Board of Directors has a total of eight directors, including four directors from each
of the legacy companies.
Advisors
Cantor Fitzgerald & Co. served as lead financial advisor to Supernus
Pharmaceuticals. Wells Fargo also served as an additional financial advisor to Supernus Pharmaceuticals. Saul Ewing LLP served as legal
counsel to Supernus Pharmaceuticals and Morgan Lewis UK served as legal advisors to Supernus Pharmaceuticals with respect to certain ex-US
matters.
Jefferies LLC and Piper Sandler & Co. served as joint financial
advisors to Indivior and Goodwin Procter LLP served as legal counsel to Indivior. Citi also provided financial advice to Indivior, and
Citibank, N.A. provided committed financing in support of the transaction.
Additional information about the transaction can be found on the Supernus
website, which is listed below.
About Supernus, Inc.
Supernus, Inc. is a leading, diversified biopharmaceutical company
focused on developing and commercializing treatments for patients living with central nervous system (CNS) diseases.
Our commercial portfolio includes approved treatments designed to support
individuals navigating opioid use disorder (OUD), attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson’s disease
(PD) for those receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia,
and chronic sialorrhea. Backed by strong commercial capabilities and scientific expertise, we are committed to continuous innovation,
advancing a robust pipeline of novel product candidates to deliver meaningful outcomes for CNS patients.
For more information, please visit www.supernus.com.
Forward-Looking Statements
This press release contains forward-looking statements. These statements
are based on Supernus's current expectations, estimates, and assumptions and are subject to risks and uncertainties. Forward-looking statements
in this press release include, but are not limited to, statements regarding: the expected benefits of the merger between Supernus Pharmaceuticals,
Inc. and Indivior Pharmaceuticals, Inc., including anticipated synergies, cost savings, enhanced cash flow, financial flexibility, and
scale, and the timeframe for realizing them; the combined company's positioning as a leading diversified central nervous system (CNS)
biopharmaceutical company; the expectation that the combined company's common stock will begin trading on the Nasdaq Global Market under
the ticker symbol "SUPN" on November 3, 2026, and the related delisting and relisting; the expected performance of the combined
company's 11-product portfolio and the potential of its five core growth drivers to provide a durable foundation for long-term revenue
expansion; the combined company's plans and capacity to advance its CNS pipeline, pursue strategic growth opportunities and future business
development, and allocate capital in a disciplined manner to create shareholder value; the integration of the legacy Supernus and Indivior
businesses; the timing and progress of clinical trials and the receipt and timing of regulatory approvals; the expansion of manufacturing
capabilities, including manufacture of ONAPGO at a second supplier; and the combined company's future financial performance and projected
expenditures. Forward-looking statements also include any other statements that are not statements of historical fact, including those
that use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan,"
"project," "target," "outlook," "forecast," "guidance," "may," "will,"
"would," "could," "should," and similar expressions, although not all forward-looking statements contain
these words.
All forward-looking statements involve risks, uncertainties, and other
factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied in the forward-looking
statements. Such risks and uncertainties include, but are not limited to: the risk that the anticipated benefits, synergies, and cost
savings of the merger may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the legacy
businesses of Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc., and the risk that the integration may divert management
attention or disrupt operations or relationships with customers, payors, suppliers, or employees; the effect of the combined company's
indebtedness, including the term loan facility used to fund the special cash dividend, on its financial results; the Company's ability
to sustain and increase its profitability; the Company's ability to raise sufficient capital to fully implement its corporate strategy;
the implementation of the Company's corporate strategy; the Company's future financial performance and projected expenditures; the Company's
ability to increase the number of prescriptions written for, and net revenue from, each of its products and the products of its subsidiaries,
and to commercialize those products; the Company's ability to enter into future collaborations with pharmaceutical companies and academic
institutions or to obtain funding from government agencies; the Company's product research and development activities, including the timing
and progress of the Company's clinical trials, and projected expenditures; the Company's ability to receive, and the timing of any receipt
of, regulatory approvals to develop and commercialize the Company's product candidates or to manufacture ONAPGO at the second supplier;
the Company's ability to protect its intellectual property and the intellectual property of its subsidiaries and to operate its business
without infringing upon the intellectual property rights of others; the Company's expectations regarding federal, state, and foreign regulatory
requirements; the therapeutic benefits, effectiveness, and safety of the Company's product candidates; the accuracy of the Company's estimates
of the size and characteristics of the markets that may be addressed by its product candidates; the Company's ability to increase its
manufacturing capabilities for its products, including ONAPGO, and product candidates; the Company's projected markets and growth in markets;
the Company's product formulations and patient needs and potential funding sources; the Company's staffing needs; changes to laws and
regulations applicable to our industry; the impact of macroeconomic factors, such as economic downturns or uncertainty, international
conflict, trade disputes, and tariffs; and the other risks identified in the Company's filings with the SEC.
These forward-looking statements speak only as of the date of this
press release, and Supernus, Inc. undertakes no obligation to update any forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by applicable law.
End note
(1) As part of the closing process, Supernus Pharmaceuticals, Inc.
will be delisted from Nasdaq. The combined company, Supernus, Inc., is expected to trade under the ticker symbol SUPN beginning on November
3, 2026. The combined company, Supernus, Inc., will trade under the ticker symbol INDV on November 2, 2026.
Supernus, Inc. Contacts
Investors
Peter Vozzo
ICR Healthcare
+1 443 213 0505
peter.vozzo@icrhealthcare.com
Media
mediacontacts@supernus.com