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): March 23, 2015

 

Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
Incorporation)

 

 

 

 

001-35518

 

20-2590184

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

1550 East Gude Drive, 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.)

 

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                                           Election of a new Board of Director.

 

On March 23, 2015, the Board of Directors of Supernus Pharmaceuticals, Inc.  (“Supernus” or the “Company”) appointed Georges Gemayel, Ph.D. to fill a vacant seat as a member of the Board of Directors of the Company.  Dr. Gemayel will receive an annual Board service fee of $40,000 in 2015, which amount shall be prorated for his actual time of service in 2015. In addition, the Board of Directors granted Dr. Genayel options to purchase 35,000 shares of the Company’s common stock under the Company’s Amended and Restated 2012 Equity Incentive Plan at a per share exercise price of $11.46, subject to a four year vesting period.

 

Dr. Gemayel has not been appointed to any committees, nor has the Board of Directors made any determination to place him on specific committees.  There was no arrangement or understanding between Dr. Gemayel and any person pursuant to which he was selected as a director.  Dr. Gemayel has not been a party to any transaction with us that we would be obligated to report pursuant to Item 404(a) of Regulation S-K nor has any such transaction been proposed.

 

Item 8.01                                           Other Events

 

On March 23, 2015, Supernus issued a press release announcing the appointment of Georges Gemayel to the  Board of Directors of the Company.  A copy of this release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On March 23, 2015, Supernus posted a new investor presentation on its website.   This presentation can be accessed at www.supernus.com under Investors Relations.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibit

 

The following document is furnished as an Exhibit pursuant to Item 8.01 hereof:

 

Exhibit 99.1 — Press Release Dated March 23, 2015.

 

2



 

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: March 24, 2015

By:

/s/ Gregory S. Patrick

 

 

 

Gregory S. Patrick

 

 

 

Vice-President and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Number

 

Description

 

 

 

 

 

 

 

99.1

 

Press Release Dated March 23, 2015.

 

Attached

 

4


Exhibit 99.1

 

GRAPHIC

 

Georges Gemayel, Ph.D., Joins Supernus

Board of Directors

 

Rockville, MD, March 23, 2015 - Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN), a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases, today announced that Georges Gemayel, Ph.D., a veteran executive with extensive experience in the pharmaceutical industry, will join the company’s board of directors.

 

“Georges is a leader who has an excellent track record of commercial and product development success helping pharmaceutical companies achieve and sustain growth,” said Jack Khattar, chief executive officer of Supernus Pharmaceuticals. “His experience with growth companies will be especially valuable to Supernus as we build upon the success of our marketed products and advance our pipeline towards commercialization.”

 

Dr. Gemayel has over 25 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the board of directors of Raptor Pharmaceuticals, a publicly-traded company, and is the chairman of the boards of OxThera, EpiTherapeutics and Orphazyme ApS.

 

From 2008 to 2009, Dr. Gemayel was president and chief executive officer of Altus Pharmaceuticals, a publicly-traded pharmaceutical company. From 2003 to 2008, he was executive vice president at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, he held progressively senior roles at Hoffmann La-Roche and Roche Labs, most recently as vice president, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV.

 

“Supernus achieved great success in developing its CNS portfolio and becoming profitable only one year after launching Oxtellar XR and Trokendi XR,” said Georges Gemayel, Ph.D. “I look forward to working closely with Supernus’ Board and Management to maximize the potential of its commercial products and progress its innovative pipeline in psychiatry.”

 

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 to address large market opportunities in psychiatry. These product candidates include SPN-810 for the treatment of impulsive aggression in patients with ADHD in conjunction with standard ADHD treatment and SPN-812 for ADHD.

 



 

CONTACTS:

 

Jack A. Khattar, President and CEO

Gregory S. Patrick, Vice President and CFO

Supernus Pharmaceuticals, Inc.

301-838-2591

 

or

 

INVESTOR CONTACT:

Peter Vozzo

Westwicke Partners

Office: (443) 213-0505

Mobile: (443) 377-4767

Email: peter.vozzo@westwicke.com