SUPERNUS PHARMACEUTICALS, INC. Reports Material Event

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Form Type

8-K

Rhea-AI Filing Summary

Supernus Pharmaceuticals, Inc. entered into and completed an asset purchase agreement with Navitor Pharmaceuticals, Inc. and Navitor Pharmaceuticals, LLC to acquire all rights to the compound known as NV-5138 or SPN-820, including related intellectual property, inventory, regulatory materials, data, contracts and goodwill.

The purchase price consists of Supernus completing one Phase 2b study and potentially paying up to $350 million in milestone payments tied to specific development, regulatory and commercial achievements, using commercially reasonable efforts to reach those milestones. If Supernus determines after the Phase 2 study that it was not successful, it has no further obligation to pursue milestones or commercialization of the compound.

The agreement includes customary representations, warranties, covenants and indemnification provisions, allows Supernus to offset indemnification losses against unpaid or previously paid milestone amounts, and imposes a five‑year post‑closing non‑competition and non‑solicitation covenant on the restricted parties.

Insights

Supernus secures full rights to NV-5138 with milestone-heavy, risk-sharing structure.

Supernus Pharmaceuticals has converted its option-like relationship with Navitor into outright ownership of NV-5138/SPN-820, taking over all associated intellectual property, data, regulatory materials and related assets. Economically, the structure is back‑weighted: cash consideration is framed as development and milestone obligations rather than a fixed upfront payment.

The commitment to complete one Phase 2b study plus potential $350 million in development, regulatory and commercial milestones links value transfer directly to program progress. The clause allowing Supernus, after assessing the Phase 2 study, to cease further milestone pursuit if results are not successful limits downside exposure on an early‑stage asset.

Customary indemnification, the ability to offset losses against milestone payments, and a five‑year non‑competition and non‑solicitation covenant help protect Supernus operationally and competitively. Overall, this is a materially structured asset acquisition but its ultimate financial impact will depend on Phase 2 outcomes and later regulatory milestones.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum milestone payments: $350 million Phase 2b commitment: One Phase 2b Study Non-compete term: Five years +1 more

4 metrics

Maximum milestone payments $350 million Contingent on specified development, regulatory and commercial milestones

Phase 2b commitment One Phase 2b Study Part of purchase price obligations for NV-5138/SPN-820

Non-compete term Five years Post-closing non-competition and non-solicitation covenant on restricted parties

Agreement date April 1, 2026 Date of Asset Purchase Agreement among Supernus and Navitor entities

Key Terms

Asset Purchase Agreement, milestone payments, Phase 2b Study, commercially reasonable efforts, +1 more

5 terms

Asset Purchase Agreement financial

"the Company entered into an Asset Purchase Agreement (the “Agreement”), together with related ancillary"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

milestone payments financial

"make several milestone payments of up to $350 million contingent upon the achievement of specified"

Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.

Phase 2b Study technical

"The Purchase Price consists of the Company’s obligation to (i) effect and complete one (1) Phase 2b Study"

A phase 2b study is a mid-stage clinical trial that focuses on finding the right dose and confirming whether a drug has the intended effect in a larger group of patients than early tests. Think of it as an extended test drive to fine-tune settings and prove the product works before the big, final trials; for investors, positive phase 2b results materially reduce technical risk and often change a company’s development value and financing prospects.

commercially reasonable efforts financial

"The Company has agreed to use commercially reasonable efforts to achieve the specified milestones."

non-competition and non-solicitation regulatory

"contains a five-year post-closing non-competition and non-solicitation covenant applicable to the Restricted Parties."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What asset did Supernus Pharmaceuticals (SUPN) acquire from Navitor?

Supernus acquired all rights to the compound known as NV-5138 or SPN-820. The deal includes related intellectual property, inventory, regulatory and clinical materials, data, contract rights, permits and goodwill, consolidating the entire program under Supernus’ control.

How is the purchase price for the Navitor NV-5138 assets structured for SUPN?

The purchase price consists of Supernus’ obligation to complete one Phase 2b study and make milestone payments of up to $350 million. These milestones depend on achieving specified development, regulatory and commercial goals linked directly to progress of NV-5138/SPN-820.

Can Supernus (SUPN) stop development of NV-5138 after the Phase 2 study?

Yes. After completing the Phase 2 study, if Supernus reasonably determines the study was not successful, it has no further obligation to pursue milestone achievement or commercialization of the compound, effectively capping its commitments at that development stage.

What protections and covenants are included in Supernus’ NV-5138 asset purchase?

The agreement includes customary representations, warranties, covenants and indemnification provisions. Supernus may offset indemnification losses against unpaid or previously paid milestones, and restricted parties are subject to a five-year post-closing non‑competition and non‑solicitation covenant.

How much could Navitor receive in milestone payments from Supernus (SUPN)?

Navitor and its affiliate could receive up to $350 million in milestone payments from Supernus. These amounts are contingent on achieving specified development, regulatory and commercial milestones associated with NV-5138/SPN-820 over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 05:25 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

SUPERNUS PHARMACEUTICALS, INC. Reports Material Event

Rhea-AI Filing Summary