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): December 23, 2013
Supernus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
Incorporation)
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0-50440 |
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20-2590184 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1550 East Gude Drive, Rockville MD |
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20850 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 838-2500
Not Applicable
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On December 23, 2013, Michael Bigham tendered his resignation from the board of directors of Supernus Pharmaceuticals, Inc. (the “Company”), effective immediately. Mr. Bigham was the designee of Abingworth Bioventures IV LP and its affiliates (“Abingworth”), an original investor in the Company. His resignation was consistent with Abingworth’s general practice of limiting the time its representatives spend on a portfolio company’s board of directors after it becomes a public company. The Company is presently searching for a replacement to fill the remainder of Mr. Bigham’s term, which expires at the next annual meeting of stockholders in 2014. A copy of the press release regarding the resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Bigham was a member of the Company’s Compensation Committee and Governance and Nominating Committee. John M. Siebert, Ph.D. will fill the vacancy on the Company’s Compensation Committee and M. James Barrett, Ph.D. will fill the vacancy on the Company’s Governance and Nominating Committee.
Item 8.01 Other Events.
On December 23, 2013, Supernus issued a press release announcing that the Food and Drug Administration approved Orenitram™ (treprostinil), Extended Release Tablets for the treatment of pulmonary arterial hypertension in WHO Group I patients to improve exercise capacity. Supernus developed the extended release formulation of Orenitram™ under a Development and License Agreement with United Therapeutics Corporation (NASDAQ: UTHR). The product uses EnSoTrol, Supernus’ novel osmotic technology platform. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following document is furnished as an Exhibit pursuant to Item 5.02 hereof:
Exhibit 99.1 — Press Release Dated December 24, 2013 of the Company providing details regarding the resignation of Michael Bigham from the Company’s board of directors.
Exhibit 99.2 — Press Release Dated December 23, 2013.
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.
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SUPERNUS PHARMACEUTICALS, INC. | ||
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DATED: December 26, 2013 |
By: |
/s/ Gregory S. Patrick | |
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Gregory S. Patrick | ||
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Vice-President and Chief Financial Officer | ||
EXHIBIT INDEX
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Number |
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Description |
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99.1 |
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Press Release Dated December 24, 2013 of the Company providing details regarding the resignation of Michael Bigham from the Company’s board of directors. |
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Attached |
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99.2 |
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Press Release Dated December 23, 2013. |
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Attached |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Supernus Announces Resignation of Board Member
Rockville, MD, December 24, 2013 —Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN), a specialty pharmaceutical company, announced today that Michael Bigham, a General Partner at Abingworth has resigned from the company’s board of directors, effective December 23, 2013.
“Abingworth remains a significant shareholder in Supernus but as a matter of general practice we limit the time we spend on the boards of our portfolio companies once they have become public companies,” said Michael Bigham. Jack Khattar, Chief Executive Officer, President and Director of Supernus commented that, “Since joining the Supernus Board of Directors in 2006, Michael Bigham has been a great contributor providing the Board with great insight and judgment based on his vast experience in the healthcare industry. We will miss him, and are grateful for his service.”
About Supernus Pharmaceuticals, Inc.
Supernus Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system, or CNS, diseases. The Company has two marketed products for epilepsy, Oxtellar XR® (extended-release oxcarbazepine) and Trokendi XR™ (extended-release topiramate). The Company is also developing several product candidates in psychiatry to address large market opportunities in ADHD, including ADHD patients with impulsive aggression. These product candidates include SPN-810 for impulsive aggression in ADHD and SPN-812 for ADHD.
CONTACTS:
Jack Khattar, President & CEO
Gregory S. Patrick, Vice President and CFO
Supernus Pharmaceuticals, Inc.
Tel: (301) 838-2591
Exhibit 99.2
FOR IMMEDIATE RELEASE
Supernus Announces FDA Approval of its Partner’s Product, Orenitram™
Rockville, MD, December 23, 2013 —Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN), a specialty pharmaceutical company, announced today that the FDA approved Orenitram™ (treprostinil), Extended-Release Tablets for the treatment of pulmonary arterial hypertension (PAH) in WHO Group I patients to improve exercise capacity.
Supernus developed the extended release formulation of Orenitram™ under a Development and License Agreement with United Therapeutics Corporation (NASDAQ: UTHR). The product uses EnSoTrol, Supernus’ novel osmotic technology platform. Per the license agreement between Supernus and United Therapeutics, United Therapeutics will pay Supernus certain milestone fees and royalties associated with the commercialization of the product worldwide.
“This is a very exciting development for Supernus, our partner United Therapeutics and patients with PAH. This approval is the first of its kind for an oral prostacyclin analogue for any disease. An orally administered prostacyclin analogue offers patients and physicians more treatment choices. We look forward to the launch of the product by United Therapeutics and are very pleased to be a part of such a novel advancement with our EnSoTrol technology,” said Jack Khattar, Chief Executive Officer, President and Director of Supernus.
For full patient information and full prescribing information, visit:
http://www.unither.com/assets/unither/docs/OrenitramFullPrescribingInformation.PDF.
Orenitram™ is a trademark of United Therapeutics Corporation.
About Supernus Pharmaceuticals, Inc.
Supernus Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system, or CNS, diseases. The Company has two marketed products for epilepsy, Oxtellar XR® (extended-release oxcarbazepine) and Trokendi XR™ (extended-release topiramate). The Company is also developing several product candidates in psychiatry to address large market opportunities in ADHD, including ADHD patients with impulsive aggression. These product candidates include SPN-810 for impulsive aggression in ADHD and SPN-812 for ADHD.
Forward Looking Statements
This press release contains forward-looking statements regarding the potential for Orenitram™ to treat PAH. Actual results may differ materially from those in these forward-looking statements as a result of various factors, including, but not limited to, risks regarding our partner’s ability to commercialize the product successfully, whether physicians will prescribe and patients will use the product and competition in the market. For a further description of these and other risks facing the Company, please see the risk factors described in the Company’s Annual Report Form 10-K that was filed with the United States Securities and Exchange Commission on March 15, 2013 and under the caption “Risk Factors” and the updates to these risk factors in the Company’s quarterly report form 10-Q that was filed with the Commission on August 15, 2013. Forward-looking statements speak only as of the date of this press release, and the company undertakes no obligation to update or revise these statements, except as may be required by law.
CONTACTS:
Jack Khattar, President & CEO
Gregory S. Patrick, Vice President and CFO
Supernus Pharmaceuticals, Inc.
Tel: (301) 838-2591