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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): April 1, 2026
Supernus
Pharmaceuticals, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-35518 |
20-2590184 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| 9715
Key West Ave |
Rockville |
MD |
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.)
Securities registered pursuant to Section 12(b)
of the Exchange Act
| Title of
each class |
Trading Symbol |
Name of each
exchange on which registered |
| Common
Stock, $0.001 par value per share |
SUPN |
The Nasdaq
Stock Market LLC |
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 (see
General Instruction A.2. below):
¨ 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). ¨
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.
Entry into Asset Purchase Agreement
On April 1, 2026, Supernus Pharmaceuticals, Inc.
(the “Company”) entered into an Asset Purchase Agreement (the “Agreement”), together with related ancillary transaction
documents, with Navitor Pharmaceuticals, Inc., a Delaware corporation (“Navitor”), Navitor Pharmaceuticals, LLC, a Delaware
limited liability company (“Navitor Parent,” and, together with Navitor, the “Sellers”).
The Agreement is entered into as contemplated
by that certain Development and Option Agreement, dated April 21, 2020 between the Company and Navitor, and that certain Binding
Memorandum of Understanding, dated May 5, 2025, between the Company and Navitor.
Under the Agreement, the Company agreed to acquire
from the Sellers all of their right, title, and interest in certain assets, including intellectual property rights of any kind, inventory
and manufacturing materials, regulatory and clinical materials, permits, data and records, certain contract rights, and related goodwill,
in each case related to the compound known as NV-5138 or SPN-820 (the “Compound”), and all of Sellers’ rights under
warranties, indemnities and all similar rights against Third Parties to the extent related to any of the foregoing (collectively, the
“Purchased Assets”). Unless otherwise defined herein, the capitalized terms used herein have the same meaning ascribed to
them in the Agreement.
The Purchase Price consists of the Company’s
obligation to (i) effect and complete one (1) Phase 2b Study; and (ii) make several milestone payments of up to $350 million
contingent upon the achievement of specified development, regulatory and commercial milestones.
The Company has agreed to use commercially reasonable
efforts to achieve the specified milestones. However, following completion of the Phase 2 Study, if the Company determines in its sole
reasonable discretion that such study was not successful, the Company will have no further obligation to pursue milestone achievement
or commercialization of the Compound.
The Agreement contains customary representations
and warranties, and covenant. It also contains customary indemnification provisions pursuant to which each party has agreed to indemnify
the other for losses arising from, among other things, breaches of representations, warranties and covenants. The Company may offset any
indemnification losses to which it is entitled against any Milestone Payments not yet paid to the Sellers, and may also recover against
Milestone Payments previously made. The Agreement also contains a five-year post-closing non-competition and non-solicitation covenant
applicable to the Restricted Parties.
The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to the Agreement, which is filed as an exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Asset.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 2.1*† - Asset Purchase Agreement dated April 1, 2026, by and among Supernus Pharmaceuticals, Inc., Navitor Pharmaceuticals, Inc. and Navitor Pharmaceuticals, LLC.
Exhibit 104 - The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
* 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.
† Certain portions of this exhibit
(indicated by asterisks) have been omitted because they are not material and would be competitively harmful if publicly disclosed.
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. |
| |
|
| DATED: April 7, 2026 |
By: |
/s/ Timothy C. Dec |
| |
|
Timothy C. Dec |
| |
|
Senior Vice President and Chief Financial Officer |
