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): April 26, 2013
 
Supernus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware	
(State or other jurisdiction of
Incorporation)	
 
0-50440	 	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 7.01                                          Regulation FD Disclosure
 
Supernus Pharmaceuticals, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1. This information, which has not been previously reported, represents the April 2013 Presentation by Management to the lenders under the Company’s Convertible Senior Secured Notes and to other prospective lenders.
 
The Company expects to use approximately $21.0 million of the net proceeds of the offering described in Item 8.01 below to repay in full its borrowings under and terminate its secured credit facility and the remainder of the net proceeds to fund the commercialization of its approved and tentatively approved drugs, Oxtellar XR and Trokendi XR ($24.0 million), to continue development of its pipeline products and for other general corporate purposes ($19.0 million). This financing has been designed to take the Company through cash flow break even.
 
The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 8.01                                          Other Events
 
On April 26, 2013, Supernus issued a press release announcing the pricing of its offering of $75.0 million aggregate principal amount of 7.50% Convertible Senior Secured Notes due 2019 (the “Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act of 1933,  as amended (the “Securities Act”).  Supernus also granted to the initial purchasers of the Convertible Notes a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of the Convertible Notes. The sale of the Convertible Notes is expected to close on May 3, 2013, subject to customary closing conditions.
 
Item 9.01                                          Financial Statements and Exhibits
 
(d)                                Exhibits
 
The following documents are furnished as Exhibits pursuant to Item 7.01 and 8.01 hereof:
 
Exhibit 99.1 — April 2013 Management Presentation.
 
Exhibit 99.2 — Press Release dated March 26, 2013 of the Company announcing the pricing of the offered $75.0 million aggregate principal amount of 7.50% Convertible Senior Secured Notes.
 
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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: April 26, 2013	By:	/s/  Gregory S. Patrick	
 	 	 	Gregory S. Patrick	
 	 	 	Vice-President and Chief Financial Officer	
 
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EXHIBIT INDEX
 
Number	 	Description	 	 	
 	 	 	 	 	
99.1	 	April 2013 Management Presentation	 	Attached	
 	 	 	 	 	
99.2	 	Press Release dated April 26, 2013	 	Attached	
 
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Exhibit 99.1
 
 	Management Presentation April 2013	

 	Safe Harbor Statement 2 This presentation and other matters discussed today or answers that may be given to questions asked include forward-looking statements within the meaning of the federal securities laws. These statements, among other things, relate to Supernus’ business strategy, goals and expectations concerning its product candidates, future operations, prospects, plans and objectives of management. The words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases are used to identify forward-looking statements in this presentation. Supernus’ operations involve risks and uncertainties, many of which are outside its control, and any one of which, or a combination of which, could materially affect its results of operations and whether the forward-looking statements ultimately prove to be correct. Further information on these and other factors that could affect these forward-looking statements is contained in Supernus’ public filings with the Securities and Exchange Commission (SEC) from time to time, including our Annual Report or Form 10-K, which was filed with the Securities and Exchange Commission, and other filings with the SEC. Supernus assumes no obligation to update any forward-looking statements except as required by applicable law. Supernus has an Offering Memorandum for the offering to which this communication relates. Before you invest, you should read the Offering Memorandum for more complete information about the issuer and this offering. You may obtain a copy of this Offering Memorandum, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors,” by calling Jefferies LLC, Equity Syndicate Prospectus Department at (877) 547-6340, or Piper Jaffray & Co., Prospectus Department at (800) 747-3924.	

 	Company Highlights 4 Commercial stage CNS pharma with robust pipeline Strong execution since IPO Two epilepsy products in multi-billion dollar market Oxtellar XR™ launched in February 2013 Trokendi XR™ to be launched in 3Q 2013 SPN-810 for Impulsive Aggression in ADHD Positive Phase IIb data in November 2012 SPN-812 for ADHD Positive Phase IIa data Strong R&D with six technology platforms Emerging Leader in CNS Multiple Value Drivers	

 	23 Years of Successful Product Development Former Division of Shire Note: All trademarks are the property of their respective owners. 5	

 	Experienced Executive Team Jack Khattar, MBA President & CEO 28 years (Shire, CIMA, Merck, Novartis, Playtex, Kodak) Pad Bhatt, Ph.D SVP, Intellectual Property, CSO 22 years (Shire, Alza, Dow Corning) Woody Bryan, Ph.D VP, Business Development 18 years (Shire, Schering-Plough, AAI) Tami Martin R.N, Esq. VP, Regulatory Affairs 22 years (Shire, Otsuka, Pyramid Regulatory Consulting, Hogan & Hartson) Greg Patrick ME, MBA Chief Financial Officer 30 years (Merck, MedImmune, Ventiv Health, Sopherion, Bionor Immuno, ROI2) Stefan Schwabe, Ph.D, MD EVP, R&D, Chief Medical Officer 25 years (Sanofi, Novartis, J&J) Victor Vaughn SVP, Sales 33 years (Shire, Fujisawa, Smithkline Beecham) 6	

 	Product Indication Development NDA Launch Oxtellar XR™ Epilepsy Trokendi XR™ Epilepsy SPN-810 Impulsive Aggression in ADHD SPN-812 ADHD SPN-809 Depression February 2013 Tentative FDA Approval Two Product Launches & Exciting Mid Stage Pipeline 3Q 2013 Completed Phase IIb Completed Phase IIa IND 7	

 	8 Outstanding Performance Since IPO Oxtellar XRTM Events Date of Achievement FDA Approval October 2012 Three Year Market Exclusivity November 2012 U.S. Launch February 2013 Trokendi XRTM Events Date of Achievement FDA Tentative Approval June 2012 Two U.S. Patents Issued October 2012 SPN-810 Events Date of Achievement Positive Phase IIb Data November 2012	

 	 71% of patients report missing a dose at least once/month 45% reporting seizures after a missed dose 9 Serious Quality of Life Issues Increased Healthcare Costs Worsening of Condition Non-Compliance – A Serious Problem in Epilepsy Non-compliance leads to breakthrough seizures that cost annually in excess of $26,000 per patient	

 	10 Major Causes Of Non-Compliance Multiple Medications Multiple Doses/ Day Timing of Dosing IR AEDs Significant Side Effects Lack of Tolerability Note: Immediate Release (“IR”) and Anti-Epileptic Drugs (“AEDs”).	

 	11 Compliance Higher Effective Doses Reduced Side Effects & Improved Tolerability Reduced Dosing Frequency & Precise Timing Smooth/Consistent PK IR ER Reduced Breakthrough Seizures & Reliable Seizure Control Note: Extended Release (“ER”), Immediate Release (“IR”), Anti-Epileptic Drugs (“AEDs”) and Pharmacokinetics (“PK”). Extended-Release AEDs = Significant Patient Benefits	

 	12 Physicians, Patients & Managed Care Appreciate Benefits of Extended-Release AEDs Switching from branded to generic AEDs can increase breakthrough seizures and healthcare cost Total healthcare costs 20% lower for use of branded topiramate compared to use of multiple generics 88% of physicians concerned with increase in breakthrough seizures from switching to generics 21 - 44% of AED patients report switching back to branded products compared to 8-9% in other therapeutic areas FDA actively reviewing generic substitution issues with narrow therapeutic index drugs	

 	Oxtellar XR™: Launched in February 2013 13 The only once daily oxcarbazepine XR product in the U.S. Adjunctive therapy in partial seizures in adults & children 6-17 years Phase III trial established efficacy and safety Multicenter, randomized, placebo-controlled in refractory partial onset epilepsy 366 adult patients randomized to 1200mg, 2400mg or placebo Significant improvement in tolerability profile across many AEs Two U.S. patents issued with expiry no earlier than 2027 Three year market exclusivity granted	

 	Oxtellar XR™: Significant Seizure Frequency Reduction 14 P=0.003 P=0.078 Oxtellar XR 2400 mg/d Oxtellar XR 1200 mg/d Placebo Reduction in Partial Seizure Frequency/28 Days (%) Reduction in Partial Seizure Frequency/28 Days (%) Oxtellar XR 2400 mg/d Oxtellar XR 1200 mg/d Placebo P=0.006 P=0.022 P values vs. placebo Change for Oxtellar XR 2400 mg/d was significant Both doses significantly reduced seizure frequency Double-Blind Phase (8 Countries) Double-Blind Phase (North America) 28.7 42.9 38.2 0 5 10 15 20 25 30 35 40 45 50 13.3 34.5 52.7 0 10 20 30 40 50 60	

 	15 Number (%) of Patients With: Oxtellar XR 2400 mg/d (n=123) Oxtellar XR 1200 mg/d (n=122) Placebo (n=121) Any adverse event (AE) 85 (69) 69 (57) 67 (55) Treatment-related AEs 72 (58) 53 (43) 47 (39) AEs leading to discontinuation 37 (30) 20 (16) 15 (12) Discontinuations occurred on Trileptal® 2400 mg/d in 66.7% of patients - Barcs G, et al study (Epilepsia. 2000;41[12]:1597-607). Oxtellar XR™: Critical Improvement in AE Profile 55% Reduction in AE-Related Discontinuation vs. Trileptal® % of Patients With: Double Blind (16 weeks) Open label (1 year) All Oxtellar XR (n=245) All Oxtellar XR (n=214) AEs leading to discontinuation 23 5	

 	16 Based on comparison of Oxtellar XR Study 301 vs. Trileptal PI (adjunctive therapy study in adults); differences in trial design exist between the two studies. *Dizziness includes vertigo in Trileptal group. * Oxtellar XR™: Can Enable Higher Dosing Improved AE Profile at Double the Dose of Trileptal® Oxtellar XR 2400 mg/d (n=123) Trileptal 1200 mg/d (n=171) 0 10 20 30 40 50 Asthenia Fatigue Nausea Vomiting Somnolence Headache Diplopia Dizziness	

 	Trokendi XR™: To Be Launched in 3Q 2013 17 Received Tentative Approval on June 25, 2012 Based on bioequivalence strategy Final Approval pending expiration of J&J data exclusivity June 22, 2013 Related to 1-24 months pediatric population Trokendi XR did not seek approval for this patient population No additional clinical trials were required by the FDA Filed amendment in December 2012 If approved before June 22nd, will be a tentative approval Two issued U.S. patents with expiry no earlier than 2027	

 	Trokendi XR™: Switch Study to Establish Bioequivalence 18 Design mimics dose switching in actual clinical practice Multicenter, open-label, 3-period conversion study Patients on other AEDs Established bioequivalence at steady-state of Trokendi XR™ to Topamax® Up to 28 Days 2 Weeks Treatment 2 Weeks Treatment Study Design Screening Topamax ® 200 – 400 mg/d Trokendi XR™ 200 – 400 mg/d	

 	19 Overwhelming Patient Preference for Trokendi XR™ Patient Preference (n=61) Impact on Compliance (n=61) Over 90% of patients preferred once-daily Trokendi XR™ over twice-daily Topamax® Over 90% of patients agreed that once-daily Trokendi XR™ helps with compliance Patients (%) Patients (%) Trokendi XR Topamax 93.4% 6.6% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 8.2% 91.8% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% Yes No	

 	A Proven and Efficient Commercial Strategy 20 Targeting Conversion of IR Epilepsy Patients to our XR Products Senior Commercial Expertise Relatively small population of neurologists Sales force of 75 reps building up to 100+ for two products Targeting top six deciles of prescribing physicians Synergy from overlap in physician audience between Oxtellar XR & Trokendi XR creating economies of scale Strong experience with key elements of commercial strategy: Similar CNS products (Epilepsy & ADHD) Switching from IR to XR	

 	Trokendi XR™ & Oxtellar XR™ Target Significant Markets 21 Source: IMS NPA. U.S. Topiramate Market U.S. Oxcarbazepine Market (TRx’s in millions) Trokendi XR™ Oxtellar XR™ Topamax® Peak Sales: $2.7bn Trileptal® Peak Sales: $0.7bn 0.0 2.0 4.0 6.0 8.0 10.0 12.0 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A	

 	XR Products Perform Well When Effectively Promoted 22 Note: Year 3 for Lamictal XR is based on 3 months of data (Jul-Sep 2011). % Of Molecule Prescriptions 12.5% 20.0% 27.5% 35.0% 40.0% 12.5% 21.5% 4.7% 12.3% 5.3% 2.6% 7.7% 22.0% 19.6% 11.0% 8.4% 1.8% 3.6% 5.6% 1.1% 2.3% 0.0% 10.0% 20.0% 30.0% 40.0% Year 1 Year 2 Year 3 Year 4 Year 5 Depakote ER Tegretol XR Carbatrol Keppra XR Lamictal XR	

 	Trokendi XR™ & Oxtellar XR™: A Significant Opportunity 23 Period Post Launch Year 1 Year 2 Year 3 Year 4 Year 5 Total Market (MM TRx) 10.0 10.4 10.8 11.2 11.6 Conversion Rate (%) 1 3 4 5 6 7 8 10 11 12 Potential Prescriptions (k) Trokendi XR + Oxtellar XR 100 300 416 520 648 756 896 1120 1276 1392 Example of Average Net $/ Rx* 275 275 289 289 303 303 318 318 334 334 Potential Net Sales ($MM) 27 82 120 150 196 229 285 356 426 465 Illustrative Example Assumes Total Market of 10 MM Prescriptions (TRx) for Topiramate + Oxcarbazepine * Assumes annual market growth of 4% and annual price increase of 5%	

 	Oxtellar XR™: Launch Update 24 More than 120 MM commercial lives covered Mainly Tier 3 unrestricted Additional 7 MM Medicaid lives covered with no PA or auto PA Reaching target physician audience Top 6 deciles Quality time with physicians Message delivered is well accepted Early patient cases very encouraging regarding product performance	

 	SPN-810: Novel Product for Impulsive Aggression in ADHD 25 25% of children with ADHD have persistent conduct problems such as impulsive aggression Expected to be first product approved to treat this serious condition Co-morbidity in ADHD, schizophrenia, autism and bipolar disorder Molindone hydrochloride (D1&2, 5HT2A antagonist) Phase IIb in Impulsive Aggression (IA) in ADHD Multicenter, placebo-controlled, randomized ADHD children 6-12 yrs old with IA N=118, three doses and placebo Add-on to stimulant treatment Established safety & tolerability Established efficacy at low and medium doses	

 	SPN-812: Novel Non-Stimulant for ADHD 26 Note: * Investigator-Rated CAARS Total ADHD Symptom Scores. ADHD affects 6% to 9% of all school-age children and 3% to 5% of all adults Expected to have a better side effect profile than current therapies Norepinephrine reuptake inhibitor NCE for U.S. market Positive Phase IIa trial showed: Safety & tolerability in 52 adults Efficacy with statistical significance vs. placebo* Developing extended-release product	

 	Balance Sheet & Capitalization Debt (millions) Senior Secured Credit Facility $23.2 — Senior Secured Convertible Debt — $75.0 First Principal Payment March 2012 May 2019 Cumulative Scheduled Principal & Interest 2013 – 2015 $26.6 $16.3 Capitalization (millions) Basic Shares Outstanding 30.9 30.9 Options and Warrants Outstanding 0.6 0.6 Fully Diluted 31.5 31.5(3) Cash (millions) December 31, 2012 (2) Pro Forma (1) December 31, 2012 Cash and Cash Equivalents and Marketable Securities $88.5 $136.8(2) 27 Assumes $75.0 million of Convertible Debt at 7.250% coupon, $3.0 million of financing expenses and $23.2 million Senior Secured Credit Facility repayment with $0.5 million in associated expenses. Pro Forma Cash excludes potential proceeds from the $15 million over-allotment option. Pro Forma Capitalization excludes potential net share settlement shares. 1. 2. 3.	

 	 Financing Designed to Take Company Through Cash Flow Break-Even High Gross Margin Business Outsourced Manufacturing, with Gross Margins of 90+% EPS & Free Cash Flow Opportunity At Steady State, Business Capable of Sustaining Pre-Tax Margins of 30+% Use of Proceeds ($ millions) Strategy Commercialization of Oxtellar XR and Trokendi XR 24 Sales force will be expanded in staged fashion Research and Development 19 Staged scale up of API & dosage form manufacture for pipeline candidates Next phase of clinical trials for SPN-810 commences 2014 Retire Venture Debt 20.6 Eliminate approximately $22.8 million in principal and interest payments in 2013 – 2015 Capital Expenditures 1 No significant manufacturing investments foreseen General, Administrative & General Corporate Purposes 7 Except for working capital, no anticipated material increase Staged programs confer considerable operational flexibility, allowing Company to carefully control cash expenditures 28	

 	Company Highlights Commercial stage CNS pharma with robust pipeline Strong execution since IPO Two epilepsy products in multi-billion dollar market Oxtellar XR™ launched in February 2013 Trokendi XR™ to be launched in 3Q 2013 SPN-810 for Impulsive Aggression in ADHD Positive Phase IIb data SPN-812 for ADHD Positive Phase IIa data Strong R&D with six technology platforms Emerging Leader in CNS Multiple Value Drivers 29	

 	Appendix 30	

 	Low Detailing Limited Success of Keppra XR & Lamictal XR 31 Source: IMS Health. Launch of Vimpat Number of Sales Calls (000’s) Keppra XR Lamictal XR Number of Sales Calls (000’s) 0.0 5.0 10.0 15.0 20.0 25.0 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 Keppra Keppra XR Vimpat 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 Lamictal Lamictal ODT Lamictal XR	

 	SPN-810: Positive Phase IIb Data Efficacy with Statistical Significance on Primary Endpoints at Low to Medium Doses 32 Primary Efficacy Endpoints (Treatment vs. placebo in ITT population) Low Dose Medium Dose High Dose R-MOAS Change All Patients P-value 0.071 0.115 0.943 Patients (>30kg) P-value 0.024 0.049 0.966 Patients (>30kg) % Reduction (80.9) (75.2) (44.4) R-MOAS Remission All Patients P-value 0.009 0.043 0.276 Patients (>30kg) P-value 0.004 0.021 0.086 Patients (>30kg) % Patients (66.7) (53.3) (41.2) R-MOAS = Retrospective - Modified Overt Aggression Scale R-MOAS Change = from Baseline (Visit 5) to Endpoint (Visit 10) R-MOAS Remission = Score of <10 (LOCF = Last Observation Carried Forward) at Endpoint (Visit 10)	

 	SPN-810: Positive Phase IIb Data Efficacy with Statistical Significance on Secondary Endpoints at Low Dose 33 Secondary Efficacy Endpoints (Treatment vs. placebo in ITT population) Low Dose Medium Dose High Dose CGI-Severity All Patients P-value 0.133 0.308 0.245 Patients (>30kg) P-value 0.007 0.117 0.125 Patients (>30kg) % Improvement 41.3 31.1 29.5 CGI-Improvement All Patients P-value 0.175 0.061 0.888 Patients (>30kg) P-value 0.017 0.028 0.654 Patients (>30kg) % Improvement 34.5 35.5 21.2 SNAP-IV – ODD Subscale All Patients P-value 0.061 0.122 0.661 Patients (>30kg) P-value 0.039 0.179 0.861 Patients (>30kg) % Improvement 49.3 39.3 24.2 CGI = Clinical Global Impression SNAP –IV = Swanson, Nolan and Pelham , ADHD Rating Scale ODD = Oppositional Defiant Disorder	

Exhibit 99.2

 
SUPERNUS PRICES OFFERING OF
$75 MILLION OF 7.50% CONVERTIBLE SENIOR SECURED NOTES DUE 2019
 
Rockville, MD, — April 26, 2013 — Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN)(“Supernus”) today announced the pricing of its offering of $75.0 million aggregate principal amount of Convertible Senior Secured Notes due 2019 (the “Convertible Notes”) in a private offering under the Securities Act of 1933,  as amended (the “Securities Act”).  Supernus also granted to the initial purchasers of the Convertible Notes a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of the Convertible Notes. The sale of the Convertible Notes is expected to close on May 3, 2013, subject to customary closing conditions.
 
Supernus expects that the net proceeds from this offering of Convertible Notes will be approximately $72.0 million, after deducting initial purchasers’ discounts and estimated offering expenses payable by Supernus. Supernus intends to use approximately $21.0 million of the net proceeds to repay in full its borrowings under and terminate its secured credit facility and the remainderof the net proceeds to fund the commercialization of its approved and tentatively approved drugs, Oxtellar XR and Trokendi XR, to continue development of its pipeline products and for other general corporate purposes.
 
The Convertible Notes will be Supernus’ senior secured obligations, secured by liens on substantially all of Supernus’ assets. The Convertible Notes will bear interest at a rate of 7.50% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2013. The Convertible Notes will mature on May 1, 2019, unless earlier converted, redeemed or purchased by Supernus.
 
Upon conversion of a note, if Supernus has not received the requisite approval from its stockholders in accordance with applicable NASDAQ rules, a holder of Convertible Notes may surrender all or a portion of its Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date. If Supernus obtains stockholder approval, (1) on and after such date of approval and prior to the close of business on the business day immediately preceding November 1, 2018, the Convertible Notes will be convertible at the option of the holders only under certain conditions and (2)on and after November 1, 2018, until the close of business on thebusiness day immediately preceding the maturity date, holders may convert their Convertible Notes at their option, irrespective of these conditions.
 
The conversion rate, which is subject to adjustment, will initially equal 188.7059 shares of Supernus common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $5.30 per share of common stock).Supernus will initially deliver for each $1,000 principal amount of converted Convertible Notes a number of shares of its common stock equal to the conversion rate. If and when stockholder approval is obtained, Supernus will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election, in each case, based on the conversion rate.
 
Supernus may not redeem the Convertible Notes prior to May 1, 2017. Supernus may redeem for cash all, but not less than all, of the Convertible Notes, at its option, on or after May 1, 2017, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date if the last reported sale price of its common stock equals or exceeds 140% of the applicable conversion price (initially approximately $5.30 per share) for at least 20 trading days during the 30 consecutive trading day period ending on the trading day immediately prior to the date Supernus delivers written notice of redemption. If Supernus seeks to redeem the

 
Convertible Notes, Supernus may be required in certain circumstances to increase the conversion rate for any Convertible Notes converted in connection with such redemption by a specified number of shares of its common stock.
 
If Supernus undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), holders of Convertible Notes may require Supernus to purchase all or a portion of their Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. In addition, if certain fundamental changes occur, Supernus may be required in certain circumstances to increase the conversion rate for any Convertible Notes converted in connection with such fundamental changes by a specified number of shares of its common stock.
 
The indenture governing the notes will contain covenants restricting Supernus’s ability and the ability of its subsidiaries to incur debt and make investments in foreign subsidiaries.
 
The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act.  Neither the Convertible Notes nor any shares of Supernus’ common stock issuable upon conversion of the Convertible Notes have been or are expected to be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
 
Supernus Contacts:
 
Jack Khattar, President & CEO
Gregory S. Patrick, Vice President and CFO
Supernus Pharmaceuticals, Inc.
301-838-2591
 
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