Supernus Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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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.
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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 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.
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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 | ||
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