Core Viewpoint - Supernus Pharmaceuticals has announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics, indicating progress towards completing the merger [1][3]. Acquisition Details - Supernus and Sage entered into a Merger Agreement on June 13, 2025, with the necessary premerger notifications filed with regulatory authorities shortly thereafter [2]. - The Offer to Purchase for Sage's outstanding shares is set at $8.50 per share in cash, plus a contingent value right (CVR) that could yield up to an additional $3.50 per share based on specific milestones [4]. Contingent Value Rights (CVR) - The CVR includes milestone payments contingent on the commercial success of the product ZURZUVAE, with payments structured as follows: - $0.50 per CVR upon the first commercial sale in Japan after regulatory approval by June 30, 2026 [5]. - $1.00 per CVR if net sales of ZURZUVAE reach $250 million in the U.S. by December 31, 2027 [6]. - $1.00 per CVR if net sales reach $300 million in the U.S. by December 31, 2028 [7]. - $1.00 per CVR if net sales reach $375 million in the U.S. by December 31, 2030 [8]. - The total maximum payout for each CVR is capped at $3.50, with no guarantee that any payments will be made [9][10]. Merger Completion - Upon completion of the Offer, Supernus plans to merge its wholly owned subsidiary with Sage, resulting in Sage becoming a wholly owned subsidiary of Supernus [11]. - Shares not purchased in the Offer will be converted into the right to receive the Offer Price, and Sage's shares will be delisted from NASDAQ [11]. Advisory Information - Moelis & Company LLC is the exclusive financial advisor for Supernus, while Goldman Sachs & Co. LLC serves as the exclusive financial advisor for Sage [12].

[General Information](index=1&type=section&id=General%20Information) This section provides administrative details of the Form 8-K filing, including registrant identity and registered securities [Filing Details](index=1&type=section&id=Filing%20Details) This section outlines the administrative specifics of the Form 8-K filing, including the registrant's identity, the filing date, and the securities registered - Registrant: **Supernus Pharmaceuticals, Inc.**[2](index=2&type=chunk) - Date of Report (earliest event reported): **July 22, 2025**[2](index=2&type=chunk) Registered Securities | 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 | [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the company's announcement regarding its second quarter 2025 financial results and related events [Second Quarter 2025 Earnings Announcement](index=2&type=section&id=Second%20Quarter%202025%20Earnings%20Announcement) Supernus Pharmaceuticals, Inc. announced the schedule for its second quarter 2025 earnings release and the subsequent conference call and webcast - Expected Q2 2025 Earnings Release Date: After market closes on **Tuesday, August 5, 2025**[4](index=4&type=chunk) - Conference Call and Webcast: **Tuesday, August 5, 2025, at 4:30 p.m. E.T.**[4](index=4&type=chunk) - A press release detailing this announcement was issued on **July 22, 2025**, and is furnished as Exhibit 99.1[4](index=4&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists all financial statements and exhibits included as part of the Form 8-K filing [Exhibits Filed](index=2&type=section&id=Exhibits%20Filed) This section lists the exhibits accompanying the Form 8-K filing, specifically the press release and the Inline XBRL cover page List of Exhibits | Exhibit | Description | | :------ | :---------- | | 99.1 | Press Release dated July 22, 2025 filed as an Exhibit pursuant to Item 2.02 hereof | | 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | [Signatures](index=3&type=section&id=SIGNATURES) This section provides the official authorization and signing details for the Form 8-K report [Report Authorization](index=3&type=section&id=Report%20Authorization) This section confirms the official signing and authorization of the Form 8-K report by a duly authorized officer of the registrant - The report was signed on **July 22, 2025**, by **Timothy C. Dec**, Senior Vice President and Chief Financial Officer of Supernus Pharmaceuticals, Inc.[10](index=10&type=chunk)

Company Overview - Supernus Pharmaceuticals, Inc. is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases [4] - The company's diverse neuroscience portfolio includes approved treatments for ADHD, dyskinesia in Parkinson's disease, hypomobility in Parkinson's disease, epilepsy, migraine, cervical dystonia, and chronic sialorrhea [5] Upcoming Financial Results - The company expects to report financial and business results for the second quarter of 2025 after the market closes on August 5, 2025 [1] - A conference call will be hosted by the President and CEO, Jack Khattar, and Senior Vice President and CFO, Tim Dec, on August 5, 2025, at 4:30 p.m. ET to present these results [2] Investor Relations - A live webcast of the conference call will be accessible on the company's Investor Relations website [2] - Participants can pre-register for the call and will receive a dial-in number with a personalized conference code [3]

Acquisition Overview - Supernus Pharmaceuticals is acquiring Sage Therapeutics, Inc for an offer price of $8.50 per share in cash at closing[9] - A contingent value right (CVR) of up to $3.50 per share is payable based on ZURZUVAE U S net sales milestones and commercialization in Japan[9] - $1.00 per share if ZURZUVAE U S net sales reach $250 million or more by YE 2027[9] - $1.00 per share if ZURZUVAE U S net sales reach $300 million or more by YE 2028[9] - $1.00 per share if ZURZUVAE U S net sales reach $375 million or more by YE 2030[9] - $0.50 per share at commercialization in Japan by June 30, 2026[9] - The equity value at closing is $561 million, with a total potential value of up to approximately $795 million[9] - The acquisition is expected to close in Q3 2025[9] Financial Impact and Synergies - The acquisition is expected to be significantly accretive to adjusted operating income (non-GAAP), operating income, and EPS in 2026[9, 11] - Strong fit with existing Supernus infrastructure yields up to $200 million in potential synergies on an annual basis[9, 11] - The transaction will be financed through cash on the balance sheet[9] ZURZUVAE and Market Opportunity - ZURZUVAE is the first and only oral treatment specifically indicated for the treatment of women with PPD (Postpartum Depression)[12] - Approximately 500,000 new women experience symptoms of PPD each year, with approximately 175,000 diagnosed and approximately 100,000 treated[19] - ZURZUVAE demonstrated statistically significant improvement in depressive symptoms vs placebo at day 15 following a 14-day treatment course in clinical trials[12] Revenue and Growth - ZURZUVAE U S collaboration revenue has shown growth since launch, with Q1 2025 reaching $13.8 million[22] - This represents 123% year-over-year growth and 21% quarter-over-quarter growth[22]

Summary of Supernus Pharmaceuticals (SUPN) Conference Call Company Overview - **Company**: Supernus Pharmaceuticals (SUPN) - **Event**: Business Update Conference Call regarding the acquisition of Sage Therapeutics - **Date**: June 16, 2025 Key Points Acquisition Details - Supernus announced the acquisition of Sage Therapeutics for an offer price of **$8.5 per share in cash**, plus up to **$3.5 per share** based on specific milestones, totaling a potential value of **approximately $795 million** or **$12 per share** [5][7] - The transaction is expected to close in the **third quarter of 2025** and is anticipated to provide **$200 million** in annualized synergies [8][10] Financial Impact - The acquisition is projected to be significantly accretive to adjusted operating income and earnings per share in **2026** [8][10] - The equity value of the offer is **$561 million** at closing [7] Strategic Rationale - The acquisition diversifies Supernus' revenue base and enhances its psychiatry portfolio, adding **XERZUVEY**, a treatment for postpartum depression (PPD) [9][10] - XERZUVEY is positioned as a potential **standard of care** for PPD, addressing a significant unmet need in the market [54][56] Market Opportunity - Approximately **500,000 women** experience symptoms of PPD annually, with only **40%** diagnosed and **60%** of those treated [15][16] - XERZUVEY has shown strong initial launch momentum, with **123% year-over-year growth** from Q1 2024 to Q1 2025 [17][20] Product Performance - XERZUVEY is the **first and only oral treatment** specifically indicated for PPD, with a strong clinical profile and positive patient feedback [12][56] - The product has achieved **90% brand awareness** among OBGYNs and psychiatrists, with **95%** of lives covered by favorable insurance plans [20][58] Future Growth Drivers - The acquisition adds a **fourth growth driver** to Supernus' portfolio, alongside existing products in the CNS space [24][28] - Supernus plans to leverage its existing commercial infrastructure to enhance the launch and market penetration of XERZUVEY [22][50] Collaboration with Biogen - Supernus will continue to collaborate closely with Biogen, which has been instrumental in the launch of XERZUVEY [34][42] - The partnership is expected to enhance commercial reach and support ongoing marketing efforts in the U.S. and internationally [19][26] Cost Synergies - Expected synergies will primarily come from **SG&A** and **R&D** rationalization, with a focus on leveraging existing infrastructure [30][41] - The integration of Sage's commercial infrastructure is seen as critical for sustaining the launch momentum of XERZUVEY [8][31] Conclusion - The acquisition of Sage Therapeutics represents a significant strategic move for Supernus, enhancing its product offerings and positioning the company for long-term growth in the psychiatry market [61]

Core Viewpoint - Supernus Pharmaceuticals is acquiring Sage Therapeutics for $8.50 per share in cash, totaling approximately $561 million, with additional contingent value rights (CVR) potentially increasing the total consideration to $12.00 per share, or about $795 million, contingent on achieving specific sales milestones for ZURZUVAE [1][5][8] Strategic and Financial Benefits - The acquisition is expected to enhance Supernus' revenue and cash flow growth while diversifying its revenue base [5][6] - ZURZUVAE, the first FDA-approved oral treatment for postpartum depression, will strengthen Supernus' portfolio in neuropsychiatric conditions [2][6] - The deal is projected to be significantly accretive in 2026, with potential annual cost synergies of up to $200 million [5][15] Revenue and Collaboration - Supernus will receive collaboration revenue equal to 50% of the net revenue recorded by Biogen for ZURZUVAE in the U.S., which amounted to $36.1 million in 2024 and $13.8 million in Q1 2025 [2][6] - The acquisition adds a fourth growth product to Supernus' portfolio, which includes Qelbree, ONAPGO, and GOCOVRI, positioning the company for significant future growth [3][6] Terms and Financing - The acquisition will be funded through existing cash on Supernus' balance sheet, with a total upfront cash payment of $8.50 per share and a CVR worth up to $3.50 per share [7][8] - The CVR is contingent on ZURZUVAE achieving specific sales milestones, including reaching $250 million, $300 million, and $375 million in annual net sales in the U.S. by specified years [8] Approvals and Timing - The transaction has been approved by the boards of both companies and is expected to close in Q3 2025, subject to customary closing conditions [9][10] - Following the tender offer, Supernus will acquire any remaining shares of Sage through a second-step merger [9] Advisors - Moelis & Company LLC is the exclusive financial advisor to Supernus, while Goldman Sachs & Co. LLC is advising Sage [11]

Summary of Supernus Pharmaceuticals (SUPN) Conference Call Company Overview - Supernus Pharmaceuticals is a CNS-focused biopharmaceutical company with approximately eight products on the market, including legacy products and significant growth drivers [3][4] - The company reported profitable revenues around $600 million, despite the loss of exclusivity on flagship products [5] Key Products and Financials - **KELBRII**: A novel ADHD treatment launched in May 2021, currently generating a run rate of approximately $260 million. The product has significant growth potential with a large market of 100 million prescriptions annually [4][7][8] - **ONAPCO**: A recently launched infusion device for Parkinson's, with over 200 prescribers and 500 patient enrollment forms submitted within a month of launch. The peak sales potential is estimated between $200 million to $300 million [27][31][34] - Revenue expectations for 2025 are projected between $600 million and $630 million, with 2025 potentially being a trough year due to the full-year impact of generic competition for Oxtellar XR [6][7] Growth Drivers - The growth of KELBRII, GOCOVRI, and ONAPCO are expected to offset revenue losses from other products [6] - The company anticipates continued volume growth in prescriptions, with a historical growth rate of over 20% for KELBRII [10][11] Market Dynamics and Competition - The ADHD market is characterized by competition, but the company believes that competition can be beneficial for market growth [25][26] - Potential competitors for KELBRII include Osuka and Axsome, but the company remains optimistic about its long-term growth trajectory [22][23] Pipeline Developments - **SPN-820**: A novel mTORC inhibitor for major depressive disorder (MDD) is set to enter a Phase 2b study, with hopes of demonstrating a clinically meaningful reduction in depression scores [42][49] - **SPN-817**: An acetylcholinesterase inhibitor for epilepsy, with Phase 2 data expected by the end of 2027. The drug shows promise in reducing seizures while potentially improving cognitive function [57][61] Business Development Strategy - The company is actively pursuing business development opportunities, focusing on commercial assets and products that can be launched between 2026 and 2030 [68][69] - Supernus has a clean balance sheet with zero debt, providing financial flexibility for potential acquisitions [69] Conclusion - Supernus Pharmaceuticals is positioned for growth with a strong product portfolio and pipeline, despite facing challenges from generic competition and market dynamics. The company is committed to exploring business development opportunities to enhance its product offerings and maintain its competitive edge in the CNS market [70]

Core Insights - Supernus Pharmaceuticals is launching a new video series featuring Jay Glazer and his wife Rosie, focusing on the impact of ADHD on relationships and the role of Qelbree in managing ADHD symptoms [1][2][3] - The series aims to foster open discussions about ADHD, sharing practical strategies for symptom management and insights from both Jay and Rosie [2][3] Company Overview - Supernus Pharmaceuticals is a biopharmaceutical company dedicated to developing and commercializing treatments for central nervous system (CNS) diseases, including ADHD [11][12] - The company has a diverse neuroscience portfolio that includes approved treatments for various CNS disorders, and is actively developing new potential treatments for conditions such as epilepsy and depression [12] Product Information - Qelbree (viloxazine extended-release capsules) is a non-stimulant prescription medication used to treat ADHD in individuals aged 6 years and older [5][10] - Qelbree is available in three dosages: 100 mg, 150 mg, and 200 mg capsules [10]

Core Insights - Supernus Pharmaceuticals, Inc. has received Paragraph IV Notice Letters from third parties regarding Abbreviated New Drug Applications (ANDAs) for viloxazine extended-release capsules in 100, 150, and 200 mg doses [1][2] - The company is reviewing these Notice Letters and plans to enforce its intellectual property rights related to its product Qelbree, which is protected by six U.S. patents with expiration dates ranging from September 2029 to April 2035 [2] Company Overview - Supernus Pharmaceuticals focuses on developing and commercializing products for central nervous system (CNS) diseases [3] - The company's neuroscience portfolio includes treatments for ADHD, dyskinesia in Parkinson's disease, epilepsy, migraine, and other CNS disorders, with ongoing development of new candidates for epilepsy and depression [4]

Core Insights - Supernus Pharmaceuticals, Inc. is participating in the 2025 Jefferies Global Healthcare Conference on June 4, 2025, where CEO Jack A. Khattar will engage in a fireside chat [1] - The company focuses on developing and commercializing products for central nervous system (CNS) diseases [3][4] Company Overview - Supernus Pharmaceuticals specializes in treatments for CNS diseases, including ADHD, dyskinesia in Parkinson's disease, epilepsy, migraine, cervical dystonia, and chronic sialorrhea [4] - The company is also developing new potential treatments for epilepsy, depression, and other CNS disorders [4] Conference Details - Investors can arrange meetings with company management during the conference by contacting the Jefferies conference coordinator [2] - A live audio webcast of the presentation will be available, with an archived replay accessible for 60 days post-conference [2]