|
|
|
UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
|
|
SEC File Number: 001-35518
CUSIP Number: 868459 10 8
|
(Check one): |
|
x Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form 10-D | |
|
|
|
o Form N-SAR |
o Form N-CSR |
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
For Period Ended: |
December 31, 2016 | ||||
|
|
|
o Transition Report on Form 10-K |
|
| |||
|
|
|
o Transition Report on Form 20-F |
|
| |||
|
|
|
o Transition Report on Form 11-K |
|
| |||
|
|
|
o Transition Report on Form 10-Q |
|
| |||
|
|
|
o Transition Report on Form N-SAR |
|
| |||
|
|
|
For the Transition Period Ended: |
| ||||
|
Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
|
Supernus Pharmaceuticals, Inc. |
|
Full Name of Registrant |
|
|
|
|
|
Former Name if Applicable |
|
|
|
1550 East Gude Drive |
|
Address of Principal Executive Office (Street and Number) |
|
|
|
Rockville, MD 20850 |
|
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
|
x |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Supernus Pharmaceuticals, Inc. (the “Company”) became a large accelerated filer pursuant to the Securities Exchange Act of 1934. Consequently, the Company has a shortened filing deadline of 60 days rather than 75 days, and is unable to timely file its Form 10-K Annual Report for the year ended December 31, 2016 (the “Form 10-K”) without unreasonable effort and expense. The Company’s delay in filing the Form 10-K is due principally to the need to complete all steps and tasks necessary to finalize the Company’s annual financial statements and other disclosures required to be in the filing, including, for the first time, the requirements as a consequence of becoming subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.
PART IV — OTHER INFORMATION
|
(1) |
Name and telephone number of person to contact in regard to this notification | ||||
|
|
Gregory S. Patrick |
|
(301) |
|
838-2500 |
|
|
(Name) |
|
(Area Code) |
|
(Telephone Number) |
|
|
| ||||
|
(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
|
|
| ||||
|
|
|
|
|
|
o Yes x No |
|
|
|
|
|
|
|
|
|
The Company did not timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2016. Such Quarterly Report was filed on January 20, 2017. | ||||
|
|
|
|
|
|
|
|
(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
|
|
| ||||
|
|
|
|
|
|
x Yes o No |
|
|
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company presently expects the result of operations to be included in Form 10-K will reflect significant changes in operations from the prior year consistent with the comparative results of operations disclosed in the Company’s earnings press release (the “Press Release”) included in its Current Report on Form 8-K furnished with the Securities and Exchange Commission dated February 28, 2017. The Press Release is incorporated herein by reference. | ||||
Supernus Pharmaceuticals, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: |
March 1, 2017 |
|
By: |
/s/ Gregory S. Patrick |
|
|
|
|
|
Gregory S. Patrick |
|
|
|
|
|
Vice President and Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
|
|
ATTENTION |
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||