Business overview
BUSINESS. Overview Supernus Pharmaceuticals, Inc. (the Company) is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. The Company's diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. The Company is developing a broad range of novel product candidates for CNS disorders. The Company was incorporated in Delaware, commenced operations in 2005, became publicly traded in 2012, and is listed on the NASDAQ Stock Exchange under the ticker symbol SUPN. Our principal executive offices are located in Rockville, Maryland.
Our extensive expertise in product development has been built over the past 30 years: initially as a stand-alone development organization; then, as a United States (U.S.) subsidiary of Shire Plc (Shire, a subsidiary of Takeda Pharmaceutical Company Ltd.); then upon our acquisition of substantially all of the assets of Shire Laboratories, Inc. in 2005, as Supernus Pharmaceuticals, Inc. Acquisition of Sage Therapeutics, Inc. and Reorganization On June 13, 2025, the Company entered into a Merger Agreement to acquire Sage Therapeutics, Inc (Sage).
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Under the terms of the Merger Agreement, the Company commenced a tender offer to acquire all outstanding shares of Sage, par value $0.001 per share (the Shares and each, a Share), at an offer price of (i) $8.50 per share in cash, less any applicable withholding taxes and without interest (the Cash Amount; an aggregate of approximately $561 million paid as of the acquisition date), plus (ii) one contingent value right per Share (the CVR; an aggregate of approximately $234 million, subject to the achievement of 4 specific contingencies), which represents the right to receive up to $3.50 and is governed by the terms of a contingent value rights agreement entered into between the Company and the CVR agent (the CVR Agreement).
Any amount payable pursuant to the CVRs is payable, in cash, less any applicable withholding taxes and without interest (the Cash Amount plus the CVR, collectively; or any higher amount per Share paid pursuant to the Offer, the Offer Price).
Subject to the terms of the CVR Agreement, (1) $1.00 per share would be payable if in any calendar year between closing and end of 2027, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $250 million or more in the U.S., (2) $1.00 per share would be payable if in any calendar year between closing and end of 2028, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $300 million or more in the U.S., (3) $1.00 per share would be payable if in any calendar year between closing and end of 2030, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $375 million or more in the U.S., and (4) $0.50 per share would be payable upon the first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026.
The maximum amount payable with respect to a CVR issued in respect to each Share is $3.50. The transaction closed and the Company completed the acquisition of Sage on July 31, 2025. Following the Sage Acquisition, during the third quarter of 2025, Sage Therapeutics, Inc. was reorganized into Sage Therapeutics, LLC. Our Strategy Our mission is to improve the lives of patients suffering from CNS diseases. Our vision is to be a leader in the CNS industry by developing and commercializing new medicines for the treatment of CNS diseases. Key elements of our strategy to achieve this vision include: • Drive growth and profitability.
Using dedicated sales and marketing resources in the U.S., we continue to drive the revenue growth of our key marketed products. • Advance product candidates toward commercialization. Several product candidates are in various stages of development. • Continue to grow our pipeline. We continue to evaluate and develop additional CNS product candidates that we believe have significant commercial potential through our internal research and development efforts. • Target strategic business development opportunities.
We actively explore a broad range of strategic opportunities. […]
Source: 10-K · Period ended December 31, 2025 · View report
Latest developments
Recent company filings, newest first. Excerpts retain the original wording.
August 3, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. On August 3, 2026, Supernus Pharmaceuticals, Inc. (the “Company”) published a post relating to the proposed merger of equals of the Company and Indivior Pharmaceuticals Inc. (“Indivior”) on the Company’s LinkedIn account. In addition, on August 3, 2026, the Company distributed to its employees communications relating to the proposed merger, consisting of an email to Company employees from Jack A. Khattar, the Company’s President and Chief Executive Officer, and a presentation used at a Company employee meeting. Copies of the LinkedIn post, the employee email and the employee presentation are filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 hereto, respectively, and are incorporated herein by reference.
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Important Additional Information and Where to Find It In connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Indivior’s stockholders and Supernus’ stockholders.
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August 3, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. As previously announced, on August 3, 2026, Supernus Pharmaceuticals, Inc. (the “Company”) and Indivior Pharmaceuticals Inc. (“Indivior”) are hosting a conference call and webcast at 8:30 a.m., Eastern Time, to present information regarding the proposed merger of the Company and Indivior. The Company intends to display the slides filed as Exhibit 99.1 hereto during the presentation. Important Additional Information and Where to Find It In connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”).
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Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Indivior’s stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website at www.sec.gov . Copies of the documents filed by Indivior with the SEC will be available free of charge on Indivior’s website at www.indivior.com or by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com .
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August 3, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02
Results of Operations and Financial Condition On August 3, 2026, Supernus Pharmaceuticals, Inc. (“Supernus” or the “Company”) issued a press release regarding its financial results for the second quarter ended June 30, 2026. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. As previously announced, Supernus and Invidior Pharmaceuticals, Inc. ("Invidior") have entered into a definitive agreement to combine in an all-stock merger of equals (the "Merger"). Supernus and Indivior will host a joint conference call and webcast presentation today, August 3, 2026, at 8:30 a.m.
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EDT. A live webcast will be available in the Investor Relations sections of the Supernus and Indivior websites, and a replay will be available following the event. An investor presentation, which will be referenced during the webcast, is also available from the Investor Relations section of both companies’ websites. The information in
(including Exhibit 99.1) regarding the Company’s financial results for the second quarter ended June 30, 2026 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. The information in
(including Exhibit 99.1) regarding the Company's financial results for the second quarter ended June 30, 2026 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. No Offer or Solicitation This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. […]
hereof. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 4
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August 3, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 5.02, 8.01
Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 1, 2026 (the “Signing Date”), Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Supernus”), entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, Indivior Pharmaceuticals Inc., a Delaware corporation (“Indivior”), and Artemis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Indivior. The Merger Agreement provides for a strategic combination of the Company and Indivior in a merger of equals.
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Following the completion of the Merger, the combined company will be renamed “Supernus, Inc.” (the “Combined Company”) and its shares of common stock are expected to continue trading on the Nasdaq Stock Market under the ticker symbol “SUPN.” Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5% of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5% of the Combined Company on a fully diluted basis. […]
Compensatory Arrangements of Certain Officers. On August 1, 2026, in connection with, and concurrently with the execution of, the Merger Agreement, the Company and Jack A. Khattar, the Company’s President and Chief Executive Officer, entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”), which amends, restates and supersedes Mr. Khattar’s prior employment agreement with the Company. The Employment Agreement will become effective only upon, and is contingent upon, the consummation of the Merger; if the Merger is not consummated, the Employment Agreement will be null and void and of no force or effect. From and after the Effective Date, Mr.
Khattar will continue to serve as President and Chief Executive Officer of the Company and will serve as a member of the board of directors of each of the Combined Company (to be renamed Supernus, Inc.) and the Company. The Employment Agreement provides for an annual base salary of $1,115,000, subject to review and potential increase, and an annual cash bonus targeted at 100% of base salary, up to a maximum of 200% of base salary, based on the achievement of individual and Company goals. If Mr. Khattar’s employment is terminated by the Company without cause or by Mr. […]
Other Events. On August 3, 2026, the Company and Indivior issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The Company and Indivior will host a joint conference call and webcast on Monday, August 3, 2026 at 8:30 a.m. EDT. A replay of the webcast will be available following the event.
An investor presentation, which will be referenced during the webcast, will be available from the Investor Relations section of both companies' websites. Important Additional Information and Where to Find It In connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A definitive joint proxy statement/prospectus will be sent to Indivior’s stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website at www.sec.gov . […]
July 22, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02
Results of Operations and Financial Condition. On July 22, 2026, Supernus Pharmaceuticals, Inc. issued a press release announcing that it will report its business results for the second quarter of 2026 after the market closes on Tuesday, August 4, 2026. The Company will host a conference call and webcast on Tuesday, August 4, 2026 at 4:30 p.m. E.T. to discuss its second quarter 2026 financial and business results. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
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hereof. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2
June 18, 2026Shareholders8-K
Shareholder voting results
Original filing excerpt · Item 5.07
Submission of Matters to a Vote of Security Holders. On June 18, 2026 Supernus Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The definitive proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on April 30, 2026. As of the close of business on April 29, 2026, there were 58,039,721 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by the stockholders was as follows: Proposal 1: Election of Class I Directors, each to serve until the Annual Meeting of the Company in 2029. Name Votes For Votes Withheld Broker Non-Votes Frederick M.
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Hudson 45,058,634 2,177,068 3,073,181 Charles W. Newhall, III 41,743,154 5,492,548 3,073,181 Proposal 2: To approve, on a non-binding basis, the compensation paid to our named executive officers. Votes For Votes Against Abstain Broker Non-Votes 45,552,633 1,675,355 7,714 3,073,181 Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026. Votes For Votes Against Abstain Broker Non-Votes 49,882,228 417,336 9,319 0 Proposal 4: To act upon a proposal to amend the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares available under the Plan. Votes For Votes Against Abstain Broker Non-Votes 41,925,692 5,302,088 7,922 3,073,181
May 20, 2026Financing8-K
New financial obligations
Original filing excerpt · Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 17, 2026 (the “Notice Date”), pursuant to the Contingent Value Right Agreement (the “CVR Agreement”) entered into as of July 30, 2025, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent, the Company notified the Rights Agent that Milestone 1, as defined in the CVR Agreement, was achieved on March 18, 2026. Accordingly, the Company has become obligated to pay the associated milestone payment, an amount equal to $0.50 per Contingent Value Right ("CVR"), payable in cash, without interest thereon and subject to reduction for any applicable withholding taxes in respect thereof, in the aggregate amount of approximately $33.4 million.
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The Company will deposit with the Rights Agent the amount necessary to pay the associated milestone payment within 20 business days of the Notice Date. Payment to holders of the CVR will be distributed pursuant to the terms and conditions of the CVR Agreement. The foregoing description of certain terms of the CVR Agreement and the CVRs issued thereunder is not complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025 (File No. 001-35518). The information in this
(including Exhibit 10.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” that do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions.
These statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or “anticipate” or similar terminology. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except for Supernus’ ongoing obligations to disclose material information under the federal securities laws, Supernus undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. […]
May 5, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02
Results of Operations and Financial Condition. On May 5, 2026, Supernus Pharmaceuticals, Inc. (“Supernus” or the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2026. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. As previously announced, Supernus is hosting a conference call at 4:30 p.m. Eastern Time on Tuesday, May 5, 2026, to present the business and financial results.
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A live webcast is available at www.supernus.com . The webcast will be archived on the Company’s website for 60 days following the live call. The information in Items 2.02 (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. This Current Report on Form 8-K contains “forward-looking statements” that do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions.
These statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or “anticipate” or similar terminology. […]
hereof. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2
Latest results
Original excerpts. Reporting periods, units and comparisons are retained in the text.
Revenue
In the fourth quarter of 2025, a product containing zuranolone received Health Canada Authorization in Canada for treatment indicated for adults with PPD. • ONAPGO net product sales were $13.5 million in the second quarter of 2026. Since the launch in April 2025, and through the end of July 2026, approximately 2,600 enrollment forms have been submitted by approximately 720 prescribers. The Company remains on-track to submit a regulatory filing to the FDA for a second supplier for ONAPGO in the third quarter of 2026, with potential FDA approval by mid-year 2027. • Collaboration revenue from ZURZUVAE was $35.4 million in the second quarter of 2026. Collaboration revenue represents 50% of the net revenues for ZURZUVAE recorded by Biogen Inc.
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Second quarter 2026 U.S sales of ZURZUVAE, as reported by Biogen Inc., increased approximately 53% compared to the same period in 2025. The total number of prescriptions for ZURZUVAE increased by 62% in the second quarter of 2026 compared to the same period last year. • Net sales of Qelbree increased 15% to $89.2 million in the second quarter of 2026, compared to the same period in 2025. Total IQVIA prescriptions for Qelbree were 264,545 for the second quarter 2026, representing an increase of 17% compared to the same period last year. Prescription growth in the adult and pediatric populations was 25% and 14%, respectively. • Net sales of GOCOVRI increased 2% to $37.6 million in the second quarter of 2026, compared to the same period in 2025.
Cash flow & liquidity
42 Financial Condition, Liquidity and Capital Resources Cash and Cash Equivalents, Marketable Securities and Restricted Cash Cash and cash equivalents, current marketable securities and restricted cash are comprised of the following (dollars in thousands): June 30 December 31 Change 2026 2025 Amount Percent Cash and cash equivalents $ 179,953 $ 128,448 $ 51,505 40% Marketable securities 192,114 180,222 11,892 7% Restricted cash 1,450 1,450 — —% Total $ 373,517 $ 310,120 $ 63,397 20% The Company believes its balances of cash, cash equivalents, and unrestricted marketable securities, which totaled $372.1 million as of June 30, 2026, along with cash generated from ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements over the next twelve months and beyond.
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There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all. Cash Flows Cash flows are comprised of the following (dollars in thousands): Six Months Ended June 30, Change 2026 2025 Amount Net cash provided by (used in): Operating activities $ 61,714 $ 89,134 $ (27,420) Investing activities (12,124) 6,710 (18,834) Financing activities 1,915 (20,464) 22,379 Net change in cash and cash equivalents 51,505 75,380 (23,875) Cash, cash equivalents, and restricted cash at beginning of period 129,898 69,331 60,567 Cash, cash equivalents, and restricted cash at end of period $ 181,403 $ 144,711 $ 36,692 Operating Activities Net cash provided by operating activities was $61.7 million compared to $89.1 million for the six months ended June 30, 2026, and 2025, respectively.
Management commentary
Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and the financial condition of Supernus Pharmaceuticals, Inc. The interim condensed consolidated financial statements included in this report and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2025 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2026.
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In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward-looking statements may include declarations regarding the Company's belief or current expectations of management, such as statements including the words "budgeted," "anticipate," "project," "forecast," "estimate," "expect," "may," "believe," "potential," and similar statements or expressions, which are intended to be among the statements that are forward-looking statements, as such statements reflect the reality of risk and uncertainty that is inherent in our business.
Actual results may differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date this report was filed with the Securities and Exchange Commission. Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements because of many factors, including those set forth under the "Risk Factors" section of our Annual Report on Form 10-K and elsewhere in this report as well as in other reports and documents we file with the Securities and Exchange Commission from time to time. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Unless the content requires otherwise, the words "Supernus," "we," "our" and "the Company" refer to Supernus Pharmaceuticals, Inc. and/or one or more of its subsidiaries, as the case may be. These terms are used solely for the convenience of the reader. Supernus Pharmaceuticals, Inc. and each of its subsidiaries are distinct legal entities. For example, MDD US Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., is the exclusive licensee and distributor of APOKYN and ONAPGO in the United States and its territories. Adamas Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., wholly owns the patents and patent applications related to GOCOVRI and Osmolex ER and has a license agreement with Supernus Pharmaceuticals, Inc., granting Supernus Pharmaceuticals, Inc. rights to market and sell GOCOVRI and Osmolex ER.
Sage Therapeutics, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., has granted Supernus Pharmaceuticals, Inc. a license to market and sell zuranolone in the United States. Solely for convenience, in this Quarterly Report on Form 10-Q, the trade names are referred to without the TM symbols and the trademark registrations are referred to without the circled R, but such references should not be construed as any indicator that the Company will not assert, to the fullest extent under applicable law, our rights thereto. 34 Overview We are a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea.
We are developing a broad range of novel product candidates for CNS disorders. Merger of Equals with Indivior Pharmaceuticals On August 1, 2026, the Company entered into an Agreement and Plan Of Merger (the "Merger Agreement"), by and among the Company, Indivior Pharmaceuticals, Inc., a Delaware corporation (Indivior), and Artemis Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (Merger Sub). Pursuant to the Indivior Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Indivior. […]
Key risks
Annual risk disclosures
Risk Factors—Risks Related to Our Industry and Business . SPN-817 (huperzine A) SPN-817 represents a novel mechanism of action (MOA) for an anticonvulsant. SPN-817 is a novel synthetic form of huperzine A, whose MOA includes potent acetylcholinesterase inhibition, with pharmacological activities in CNS conditions such as epilepsy. The development will initially focus on the drug's anticonvulsant activity, which has been shown in preclinical 7 models to be effective for the treatment of partial seizures and Dravet Syndrome. SPN-817 is in clinical development. SPN-820 (NV-5138) SPN-820 is a novel, first in class, intracellular enhancer of mechanistic target of rapamycin complex 1 (mTORC1) signaling.
Depression is associated with synapse loss and reduced synaptic plasticity in key brain regions including the prefrontal cortex and increasing mTORC1-mediated synaptic plasticity is a potential avenue to treat depression and associated symptoms. SPN-820 selectively binds to intracellular sestrin proteins and subsequently engages a cascade of multi-protein complexes, enhancing mTORC1 signaling. The intracellular mechanism and the lack of binding to cell surface receptors suggests the potential for a differentiated safety profile and is unlikely to have abuse potential. In February 2025, the Company reported topline results from a randomized double-blind placebo-controlled Phase 2b study of SPN-820 in adults with treatment-resistant depression (TRD) following four weeks of chronic daily dosing. The study did not demonstrate a statistically significant improvement on the primary and secondary endpoints.
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The safety profile of SPN-820 was consistent with previous clinical trials, showing few adverse events. The Company initiated a follow-on Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with MDD. The study will examine the safety and tolerability of SPN-820 2400 mg given intermittently (twice weekly) as an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms. For drugs that work through the mTROC1 pathway, emerging data indicate that chronic daily dosing may actively suppress sustained neuroplasticity and antidepressant benefits. Accordingly, the follow-on Phase 2b study will utilize intermittent dosing consistent with what was used in a Phase 2a open label study that showed a potential clinical effect of SPN-820.
SPN-443 – Novel stimulant for the treatment of ADHD/CNS The Company completed a Phase 1 single dose study in healthy adults in 2024 following submission of an Investigational New Drug Application. The study was a first in human, pilot pharmacokinetic study of two oral formulations of SPN-443 in healthy adults. The primary objective of the study was to assess safety and tolerability. This molecule, along with its major metabolites, is an inhibitor of norepinephrine, dopamine and serotonin, also known as a triple reuptake inhibitor. Both formulations of SPN-443 showed adequate bioavailability and were well tolerated. The Company has selected ADHD as the lead indication for SPN-443 and plans to initiate single-ascending dose (SAD) and multiple-ascending dose (MAD) studies in the second half of 2026.
Zuranolone The Company has granted Biogen sole rights to develop and commercialize zuranolone outside the U.S., other than in Japan, Taiwan and South Korea where it has granted those rights to Shionogi & Co., Ltd. (Shionogi). Shionogi is currently developing zuranolone for the treatment of patients with MDD in Japan, and in the third quarter of 2024, Shionogi reported that it submitted a new drug application (NDA) in Japan for zuranolone for the treatment of MDD. No product containing zuranolone is approved for the treatment of MDD in the United States. In the third quarter of 2025, Biogen received approval for zuranolone for the treatment of PPD by the European Medicines Agency (EMA) and Medicines Healthcare Regulatory Agency (MHRA) in Europe and the United Kingdom (U.K.) respectively.
In the fourth quarter of 2025, Biogen received Health Canada Authorization for zuranolone for the treatment of PPD in Canada. In the fourth quarter of 2025, Shionogi received approval for a product containing zuranolone for the treatment of MDD by the Pharmaceuticals and Medical Devices Agency in Japan. Sales and Marketing We market our key products through our own sales forces in the U.S. and seek strategic collaborations with other pharmaceutical companies to commercialize our products outside of the U.S. We have a commercial sales and marketing organization in the U.S. to support sales of our commercial products. We believe our current sales forces in the U.S. are effectively targeting healthcare providers to support and grow our key commercial products.
One sales force focuses on movement disorder specialists and other specialized health care providers in the U.S. in the Parkinson's area. […]
Quarterly risk disclosures
The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.
Risk Factors Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes; the additional information in the other reports we file with the Securities and Exchange Commission; and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 and quarterly report on Form 10-Q for the period ended June 30, 2026. These risks may result in material harm to our business and our financial condition and results of operations. If a material, adverse event was to occur, the market price of our common stock may decline, and you could lose part or all of your investment.
Annual report details
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto, appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, some of the information in this discussion and analysis contains forward-looking statements reflecting our current expectations and involving risk and uncertainties. For example, statements regarding our expectations as to our plans and strategy for our business, future financial performance, expense levels, and liquidity sources are forward-looking statements. Our actual results and the timing of those events could differ materially from those discussed in our forward-looking statements because of many factors, including those set forth under the "Risk Factors" section and elsewhere in this report.
Unless the content requires otherwise, the words "Supernus," "we," "our" and "the Company" refer to Supernus Pharmaceuticals, Inc. and/or one or more of its subsidiaries, as the case may be. These terms are used solely for the convenience of the reader. Supernus Pharmaceuticals, Inc. and each of its subsidiaries are distinct legal entities. For example, MDD US Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., is the exclusive licensee and distributor of APOKYN in the United States and its territories. Adamas Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., wholly owns the patents and patent applications related to GOCOVRI and Osmolex ER and has a license agreement with Supernus Pharmaceuticals, Inc., granting Supernus Pharmaceuticals, Inc. rights to market and sell GOCOVRI and Osmolex ER.
Sage Therapeutics, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., has granted Supernus Pharmaceuticals, Inc. a license to market and sell zuranolone in the United States. Overview We are a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel CNS product candidates including new potential treatments for epilepsy, depression, and other CNS disorders. 2025 Acquisition of Sage Therapeutics, Inc.
(Sage) and Reorganization On July 31, 2025, the Company completed its previously announced acquisition of Sage when Saphire, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Purchaser), was merged with and into Sage (the Merger), with Sage continuing as the surviving corporation in the Merger as a wholly owned subsidiary of the Company (the Sage Acquisition). At the time of the Sage Acquisition, Sage had an established commercial product in its portfolio, ZURZUVAE. Following the Sage Acquisition, during the third quarter of 2025, Sage Therapeutics, Inc. was reorganized into Sage Therapeutics, LLC. We have a portfolio of commercial products and product candidates. Commercial Products • Qelbree ® (viloxazine) extended-release capsules are a novel non-stimulant product indicated for the treatment of ADHD in adults and pediatric patients 6 years and older.
The United States Food and Drug Administration (FDA) approved Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age in April 2021, and in adult patients in April 2022. The Company launched Qelbree for pediatric patients in May 2021 and for adult patients in May 2022 in the United States (U.S.). In January 2025, the FDA approved an expanded label update for Qelbree to include new data on the pharmacodynamics and use in breastfeeding mothers. • GOCOVRI ® (amantadine) extended-release capsules are the first and only FDA approved medicine indicated for the treatment of dyskinesia in patients with PD receiving levodopa-based therapy, with or without concomitant dopaminergic medications, and as an adjunctive treatment to levodopa/carbidopa with PD experiencing "OFF" episodes.
• ONAPGO TM (apomorphine hydrochloride) injection is the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD. ONAPGO was approved by the FDA in February 2025. ONAPGO was launched in April 2025. • ZURZUVAE ® (zuranolone) capsules are the first and only FDA approved oral medicine indicated for the treatment of PPD in adults. ZURZUVAE is a neuroactive steroid that is a positive allosteric modulator of GABA A receptors, targeting 86 both synaptic and extrasynaptic GABA A receptors, and is the first oral, once-daily, 14-day treatment specifically indicated for adults with PPD. ZURZUVAE became commercially available in the U.S.
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