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SUPERNUS PHARMACEUTICALS, INC.

For the period ended Jun 30, 2026. Filed Aug 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 3, 2026

SUPN$26.16-2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001356576-26-000022

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-03.

0001356576-26-000037

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 107 previous paragraphs and 114 current paragraphs.

69 unchanged; 35 reworded; 9 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

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).

Current report

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. Following the completion of the Merger, the combined company will be renamed "Supernus, Inc." and its shares of common stock are expected to continue trading on the Nasdaq Stock Market under the ticker symbol "SUPN". The Merger and the other transactions contemplated by the Indivior Merger Agreement are referred to collectively as the "Transactions". The consummation of the Transactions is subject to various regulatory approvals and customary terms and conditions set forth in the Indivior Merger Agreement.

Current report

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (each, a "Company Share") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.5401 shares of common stock, par value $0.001 per share, of Indivior (each, an Indivior Share and, such ratio, the Exchange Ratio, and the Indivior Shares issuable in the Merger, the Merger Consideration). Immediately prior to the Effective Time, stockholders of Indivior will receive a one-time special cash dividend of $1.0 billion. Indivior has secured a debt commitment of $650 million through a term loan facility, and the remaining portion will be funded by existing cash of the then-combined company. The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either the Company Shares or the Indivior Shares.

Current report

Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the "Combined Company Board") will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iv) Timonthy C. Dec will serve as Chief Financial Officer.

Current report

Intangible asset impairment charge was $54.9 million for the three and six months ended June 30, 2026. The increase was due to an impairment charge related to the APOKYN intangible asset.

Current report

The Company agreed to pay certain amounts to US WorldsMeds Partners, LLC. Refer to Note 7, Contingent Consideration.
Removed paragraphs (3)
Reworded paragraphs (35)

Previous wording

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, attention deficit hyperactivity disorder (ADHD) and other CNS disorders.

Current wording

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.

Previous wording

•ZURZUVAE® (zuranolone) capsules is 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 GABAA receptors, targeting both synaptic and extrasynaptic GABAA 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. in December 2023 as a treatment option for women with PPD. The Company and our collaboration partner, Biogen, are jointly commercializing ZURZUVAE in the U.S. under the Biogen Collaboration Agreement. The Company and Biogen equally share in all operating profits and losses arising from sales of ZURZUVAE in the U.S., with Biogen recording such product sales.

Current wording

•ZURZUVAE® (zuranolone) capsules is 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 GABAA receptors, targeting both synaptic and extrasynaptic GABAA 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. in December 2023 as a treatment option for women with PPD. The Company and our collaboration partner, Biogen, are jointly commercializing

Previous wording

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.

Current wording

The Company is conducting 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 2400mg 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.

Previous wording

•ONAPGO net product sales were $8.4 million in the first quarter of 2026, reflecting resumption of new patient initiation in February 2026. Since the launch in April 2025, and through the end of April 2026, approximately 2,200 enrollment forms have been submitted by more than 645 prescribers. The Company expects to file a regulatory submission to the FDA for a second supplier for ONAPGO in the third quarter of 2026, with potential FDA approval for the second supplier by mid-year 2027.

Current wording

•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.

Previous wording

•Collaboration revenue from ZURZUVAE was $27.6 million in the first quarter of 2026. Collaboration revenue represents 50% of the net revenues for ZURZUVAE recorded by Biogen Inc. First quarter 2026 U.S sales of ZURZUVAE, as reported by Biogen Inc., increased approximately 100% compared to the same period in 2025. The total number of prescriptions for ZURZUVAE increased by 82% in the first quarter of 2026 compared to the same period last year.

Current wording

•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. 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.

Previous wording

•Net sales of Qelbree increased 20% to $77.9 million in the first quarter of 2026, compared to the same period in 2025. Total IQVIA prescriptions for Qelbree were 254,824 for the first quarter 2026, representing an increase of 19% compared to the same period last year. The total number of prescribers reached an all-time high of approximately 43,000 in the first quarter of 2026.

Current wording

•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.

Previous wording

•Net sales of GOCOVRI increased 15% to $35.2 million in the first quarter of 2026, compared to the same period in 2025. Total number of prescriptions grew by 7% in the first quarter of 2026 compared to the same period last year.

Current wording

•Net sales of GOCOVRI increased 2% to $37.6 million in the second quarter of 2026, compared to the same period in 2025. Total number of prescriptions grew by 9% in the second quarter of 2026 compared to the same period last year.

Previous wording

•The 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.

Current wording

•The Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with MDD is ongoing. The study will examine the safety and tolerability of SPN-820 2400mg 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.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of the Three and Six Months ended Months Ended June 30, 2026 and 2025

Previous wording

Revenues consist primarily of net product sales of our commercial products in the U.S., supplemented by our collaboration revenue from the Biogen Collaboration Agreement and royalty and licensing revenues from our collaborative licensing arrangements. The following table provides information regarding our revenues during the three months ended March 31, 2026 (dollars in thousands):

Current wording

Revenues consist primarily of net product sales of our commercial products in the U.S., supplemented by our collaboration revenue from the Biogen Collaboration Agreement and royalty and licensing revenues from our collaborative licensing arrangements. The following table provides information regarding our revenues during the three and six months ended June 30, 2026 (dollars in thousands):

Previous wording

Net product sales were $150.8 million and $142.0 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to increases in net product sales from Qelbree and GOCOVRI due to higher volume and higher price, and ONAPGO, which was launched in the second quarter of 2025, partially offset by decline in net product sales of APOKYN due to lower volume, and decline in net product sales of Oxtellar XR and Trokendi XR due to generic erosion.

Current wording

Net product sales were $165.7 million and $158.0 million for the three months ended June 30, 2026 and 2025, respectively. Net product sales were $316.5 million and $300.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to increases in net product sales from ONAPGO, which was launched in the second quarter of 2025, and Qelbree due to higher volume and higher price, partially offset by decline in net product sales of APOKYN due to lower volume, and decline in net product sales of Oxtellar XR and Trokendi XR due to generic erosion.

Previous wording

Adjustments related to prior year sales for the three months ended March 31, 2026 were approximately 1% of net product sales. Adjustments related to prior year sales for the three months ended March 31, 2025 were approximately 5% of net product sales. In 2025, the Company had favorable actual returns experience and as a result, the Company changed its estimated provision for product returns based on the most recent experience. Adjustments related to prior year sales for the three months ended March 31, 2025 were primarily attributable to Qelbree. Refer to discussion Sales Deductions and Related Accruals below.

Current wording

Adjustments related to prior year sales for the six months ended June 30, 2026 were approximately 1% of net product sales. Adjustments related to prior year sales for the six months ended June 30, 2025 were approximately 4% of net product sales. In 2025, the Company had favorable actual returns experience and as a result, the Company changed its estimated provision for product returns based on the most recent experience. Adjustments related to prior year sales for the six months ended June 30, 2025 were primarily attributable to Qelbree. Refer to discussion Sales Deductions and Related Accruals below.

Previous wording

The accrued product returns balance decreased to $37.2 million as of March 31, 2026 from $49.9 million as of March 31, 2025. This decrease was primarily due to favorable returns processed in 2025. During 2025, the Company had favorable actual returns experience. As a result, the Company changed its estimated provision for product returns based on the most recent experience. The provision for product returns related to prior year sales, which was $0.4 million and $7.0 million as of March 31, 2026 and 2025, respectively. The provision for product returns related to prior year sales was primarily attributable to Qelbree, reflecting continued favorable actual returns experienced in 2025.

Current wording

The accrued product returns balance decreased to $36.7 million as of June 30, 2026 from $46.0 million as of June 30, 2025. This decrease was primarily due to favorable returns processed in 2025. During 2025, the Company had favorable actual returns experience. As a result, the Company changed its estimated provision for product returns based on the most recent experience. The provision for product returns related to prior year sales, which was $0.6 million and $12.5 million as of June 30, 2026 and 2025, respectively, was primarily attributable to Qelbree, reflecting continued favorable actual returns experienced in 2025.

Previous wording

The accrued product rebates balance increased to $152.5 million as of March 31, 2026 from $120.2 million as of March 31, 2025 primarily due to timing of payments associated with government programs.

Current wording

The accrued product rebates balance increased to $162.1 million as of June 30, 2026 from $134.9 million as of June 30, 2025 primarily due to timing of payments associated with government programs.

Previous wording

The provision for product returns increased to $1.2 million for the three months ended March 31, 2026 from $(2.3) million for the three months ended March 31, 2025. The increase was primarily due to aforementioned change in estimated provision for product returns based on the most recent experience, which was primarily attributable to Qelbree.

Current wording

The provision for product returns increased to $2.9 million for the six months ended June 30, 2026 from ($5.2) million for the six months ended June 30, 2025. The increase was primarily due to aforementioned change in estimated provision for product returns in 2025 based on the most recent experience, which was primarily attributable to Qelbree.

Previous wording

The provision for product rebates increased to $124.1 million for the three months ended March 31, 2026 from $105.2 million for the three months ended March 31, 2025. The increase was primarily attributable to higher Qelbree, GOCOVRI, and ONAPGO sales.

Current wording

The provision for product rebates increased to $249.5 million for the six months ended June 30, 2026 from $207.5 million for the six months ended June 30, 2025. The increase was primarily attributable to higher Qelbree, GOCOVRI, and ONAPGO sales.

Previous wording

Collaboration revenue (ZURZUVAE) was $27.6 million for the three months ended March 31, 2026. The increase was due to the Sage Acquisition in July 2025.

Current wording

Collaboration revenue (ZURZUVAE) was $35.4 million and $63.0 million for the three and six months ended June 30, 2026. The Collaboration revenue (ZURZUVAE) revenue stream is due to the Sage Acquisition in July 2025.

Previous wording

Royalty, licensing and other revenues were $29.3 million and $7.8 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to an increase in licensing revenues related to the achievement of a milestone under the collaboration agreement with Shionogi.

Current wording

Royalty, licensing and other revenues were $18.0 million and $7.5 million for the three months ended June 30, 2026 and 2025, respectively. Royalty, licensing and other revenues were $47.3 million and $15.3 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to increased purchases of inventory under the Company's collaboration agreement with Shionogi, and the recognition of $20.0 million of licensing revenues related to the achievement of a commercial milestone under the Company's collaboration agreement with Shionogi in the six month period ended June 30, 2026.

Previous wording

Cost of revenues was $23.4 million and $15.8 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily driven by higher costs of Qelbree due to increased sales, ONAPGO, which was launched in the second quarter of 2025, and higher manufacturing costs related to ZURZUVAE. These increases were partially offset by lower APOKYN royalties due to lower sales and lower Trokendi XR and Oxtellar XR costs, primarily due to generic erosion.

Current wording

Cost of revenues were $33.7 million and $16.8 million for the three months ended June 30, 2026 and 2025, respectively. Cost of revenues were $57.1 million and $32.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher costs of Qelbree due to increased sales, ONAPGO, which was launched in the second quarter of 2025 and increased sales in the first half of 2026, and higher bulk and commercial inventory sales related to ZURZUVAE. These increases were partially offset by lower APOKYN royalties due to lower sales and lower Trokendi XR and Oxtellar XR costs, primarily due to generic erosion.

Previous wording

Research and Development (R&D) expenses were $39.4 million and $26.9 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to an increase in clinical program costs on SPN-817, which includes the $10.0 million expense to former Biscayne security holders, and the Company's share of R&D expenses from the collaboration arrangement with Biogen which was acquired through the Sage Acquisition in July 2025, partially offset by decreased clinical program costs on SPN-820.

Current wording

Research and Development (R&D) expenses were $29.5 million and $22.1 million for the three months ended June 30, 2026 and 2025, respectively. R&D expenses were $68.9 million and $49.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase in the three month period ended June 30, 2026 is primarily due to the increase in clinical program costs on SPN-817 and early-stage programs. The increase in the six month period ended June 30, 2026 was primarily due to an increase in clinical program costs on SPN-817, which includes the $10.0 million expense to former Biscayne security holders, as well as increased spending on other early-stage programs.

Previous wording

Selling and marketing expenses were $87.0 million and $63.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to higher professional and consulting expenses, higher employee-related expenses, higher marketing expense related to ONAPGO, which was launched in the second quarter of 2025, and the Company's proportionate share of expenses from the collaboration arrangement with Biogen.

Current wording

Selling and marketing expenses were $92.8 million and $65.1 million for the three months ended June 30, 2026 and 2025, respectively. Selling and marketing expenses were $179.8 million and $128.4 million for the six months ended June 30, 2026 and 2025, respectively. The increase in both periods was primarily due to the Company's proportionate share of expenses from the collaboration arrangement with Biogen, higher professional and consulting expenses, higher employee-related expenses, and higher marketing expense related to ONAPGO, which was launched in the second quarter of 2025.

Previous wording

General and administrative expenses were $38.2 million and $26.7 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to higher professional and consulting expenses, higher operating expenses related to ONAPGO, which was launched in the second quarter of 2025, and the Company's proportionate share of expenses from the collaboration arrangement with Biogen.

Current wording

General and administrative expenses were $40.8 million and $28.4 million for the three months ended June 30, 2026 and 2025, respectively. General and administrative expenses were $79.0 million and $55.1 million for the six months ended June 30, 2026 and 2025, respectively. The increase in both periods was primarily due to the Company's proportionate share of expenses from the collaboration arrangement with Biogen, higher professional and consulting expenses, and higher operating expenses related to ONAPGO, which was launched in the second quarter of 2025.

Previous wording

Amortization of intangible assets was $25.6 million and $19.8 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to ONAPGO and ZURZUVAE intangible assets amortization expense in the first quarter of 2026. ONAPGO was previously accounted for as an indefinite-lived intangible asset not subject to amortization until FDA approval in February 2025. ZURZUVAE intangible asset was acquired as part of the Sage Acquisition in July 2025.

Current wording

Amortization of intangible assets was $25.3 million and $20.8 million for the three months ended June 30, 2026 and 2025, respectively. Amortization of intangible assets was $51.0 million and $40.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to ZURZUVAE intangible asset amortization expense. ZURZUVAE intangible asset was acquired as part of the Sage Acquisition in July 2025.

Previous wording

Contingent consideration loss was $2.4 million and $7.7 million for the three months ended March 31, 2026 and 2025, respectively. The contingent consideration loss for the first quarter of 2026 was primarily due to the accretion of a Sage CVR to the full milestone payment amount with the achievement of a regulatory milestone with the approval of ZURZUVAE for the treatment of MDD in Japan. For the first quarter of 2025, the loss was due to the accretion to the full milestone payment amount with the achievement of the USWM milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.

Current wording

There was no contingent consideration loss for the three months ended June 30, 2026 and 2025. Contingent consideration loss was $2.4 million and $7.7 million for the six months ended June 30, 2026 and 2025, respectively. The contingent consideration loss for the six months ended June 30, 2026 was primarily due to the accretion of a Sage CVR to the full milestone payment amount with the achievement of a regulatory milestone with the approval of ZURZUVAE for the treatment of MDD in Japan. For the six months ended June 30, 2025, the loss was due to the accretion to the full milestone payment amount with the achievement of the USWM milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.

Previous wording

Other income (expense) was an income of $2.4 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was due to lower investment in marketable securities and lower market interest rates in 2026 compared to 2025. The cash consideration paid for the Sage acquisition was funded through the Company's cash, cash equivalents and marketable securities holdings.

Current wording

Other income (expense), net was an income of $0.3 million and $4.5 million for the three months ended June 30, 2026 and 2025, respectively. Other income (expense), net was an income of $2.7 million and $9.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was due to interest expense incurred in the three and six month periods ended June 30, 2026 that did not occur in the corresponding 2025 periods, lower interest income on marketable securities, as well as lower market interest rates in 2026 compared to 2025. The cash consideration paid for the Sage acquisition in 2025 was funded through the Company's cash, cash equivalents and marketable securities holdings.

Previous wording

Income tax expense (benefit) was a benefit of $3.7 million (61.5% effective tax rate) for the three months ended March 31, 2026, as compared to an income tax expense of $6.0 million ((102.8)% effective tax rate) for the three months ended March 31, 2025. The change in income tax expense (benefit) and effective income tax rate was primarily due to an increase in forecasted full year pre-tax earnings (losses) and an increase in non-deductible expenditures for the three months ended March 31, 2026, as compared to the same period in 2025.

Current wording

Income tax expense (benefit) was a expense of $0.7 million ((1.3)% effective tax rate) and income tax benefit of $2.9 million (4.6% effective tax rate) for the three and six months ended June 30, 2026, as compared to an income tax benefit of $5.8 million ((35.0)% effective tax rate) and income tax expense of $0.2 million (1.5% effective tax rate) for the three and six months ended June 30, 2025. The change in income tax expense (benefit) and effective income tax rate was primarily due to a forecasted full year pre-tax loss for the three and six months ended June 30, 2026, as compared to forecasted full year income for the same period in 2025.

Previous wording

The Company's effective income tax rate for the three months ended March 31, 2026 varies from the statutory federal tax rate in the United States (U.S. federal tax rate) of 21% primarily due to the effects of non-deductible executive compensation, non-deductible payments related to contingent consideration, and state taxes. The Company's effective income tax rate for the three months ended March 31, 2025 vary from the statutory U.S. federal tax rate primarily due to the impact of recurring permanent differences on a forecast near break-even loss.

Current wording

The Company's effective income tax rate for the three and six months ended June 30, 2026 varies from the statutory federal tax rate in the United States (U.S. federal tax rate) of 21% primarily due to the effects of non-deductible executive compensation, non-deductible payments related to contingent consideration, and state taxes. The Company's effective income tax rate for the three and six months ended June 30, 2025 vary from the statutory U.S. federal tax rate primarily due to the impact of recurring permanent differences on a forecast near break-even loss.

Previous wording

The Company believes its balances of cash, cash equivalents, and unrestricted marketable securities, which totaled $384.2 million as of March 31, 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.

Current wording

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.

Previous wording

We have financed our operations primarily with cash generated from product sales, supplemented by revenues from royalty and licensing arrangements, as well as proceeds from the sale of equity and debt securities. Continued cash generation is highly dependent on the success of our commercial products, as well as the success of our product candidates if approved by the FDA. While we expect continued profitability in future years, we anticipate there may be significant variability from year to year in the level of our profits particularly due to continued market and payor pressures for our commercial products; the unfavorable impact of the loss of patent exclusivity for Trokendi XR in January 2023 and Oxtellar XR in September 2024; the potential unfavorable impact of the forthcoming loss of exclusivity of XADAGO; funding for research and development of our product candidates; the additional funding for the launch of ONAPGO, which was approved by the FDA in February 2025 and launched in April 2025, the additional funding for the marketing of ZURZUVAE, and managing the Biogen Collaboration Agreement and obligations under the Biogen Collaboration Agreement which were acquired as part of the Sage Acquisition in July 2025.

Current wording

We have financed our operations primarily with cash generated from product sales, supplemented by revenues from royalty and licensing arrangements, as well as proceeds from the sale of equity and debt securities. Continued cash generation is highly dependent on the success of our commercial products, as well as the success of our product candidates if approved by the FDA. While we expect profitability in future years, we anticipate there may be significant variability from year to year in the level of our profits particularly due to continued market and payor pressures for our commercial products; the unfavorable impact of the loss of patent exclusivity for Trokendi XR in January 2023 and Oxtellar XR in September 2024; the potential unfavorable impact of the forthcoming loss of exclusivity of XADAGO; funding for research and development of our product candidates; the additional funding for the launch of ONAPGO, which was approved by the FDA in February 2025 and launched in April 2025, the additional funding for the marketing of ZURZUVAE, and managing the Biogen Collaboration Agreement and obligations under the Biogen Collaboration Agreement which were acquired as part of the Sage Acquisition in July 2025.

Previous wording

We may, from time to time, consider raising additional capital through: new collaborative arrangements; strategic alliances; additional equity and/or financings from debt or other sources, especially in conjunction with opportunistic business development initiatives. We will continue to actively manage our capital structure and to consider all financing opportunities that could strengthen our long-term financial profile. Any such capital raises may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all.

Current wording

We may, from time to time, consider raising additional capital through: new collaborative arrangements; strategic alliances; additional equity and/or financings from debt or other sources, especially in conjunction with opportunistic business development initiatives. If the Transactions contemplated by the Merger Agreement are consummated, we expect a significant reduction to our balances of cash and cash equivalents and marketable securities will occur to fund a portion of the one-time special cash dividend to stockholders of Indivior. We will continue to actively manage our capital structure and to consider all financing opportunities that could strengthen our long-term financial profile. Any such capital raises may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all.

Previous wording

Net cash provided by operating activities was $66.5 million compared to $30.6 million for the three months ended March 31, 2026, and 2025, respectively. The increase in cash flows provided by operating activities was primarily due to the decrease in net loss as well as changes in working capital. The Company reported net loss of $2.3 million and $11.8 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in net loss was primarily due to an increase in total revenues due to the addition of revenues from ONAPGO and ZURZUVAE products, as well as licensing revenue from the achievement of a commercial milestone under our collaboration agreement with Shionogi. The Company launched ONAPGO in April 2025 and acquired ZURZUVAE as part of the Sage Therapeutics, Inc. acquisition in July 2025.

Current wording

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. The decrease in cash flows provided by operating activities was primarily due to the increase in net loss as well as changes in working capital. The Company reported net loss of $60.7 million and net earnings of $10.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase in net loss was primarily due to the impairment of an intangible asset and increase in research and development and selling, general, and administrative activities.

Previous wording

Net cash used in investing activities was $19.2 million for the three months ended March 31, 2026 compared to net cash provided by investing activities of $37.3 million during the same period in 2025. The change was primarily due to a decrease in the maturities of marketable securities partially offset by a decrease in the purchases of marketable securities.

Current wording

Net cash used in investing activities was $12.1 million for the six months ended June 30, 2026 compared to net cash provided by investing activities of $6.7 million during the same period in 2025. The change was primarily due to a decrease in the maturities of marketable securities partially offset by a decrease in the purchases of marketable securities.

Previous wording

Net cash provided by financing activities was $9.1 million for the three months ended March 31, 2026 compared to net cash used in financing activities of $21.4 million during the same period in 2025. The change was primarily due to an increase in proceeds from the issuance of common stock and the payment of USWM contingent consideration milestones in 2025.

Current wording

Net cash provided by financing activities was $1.9 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $20.5 million during the same period in 2025. The change was primarily due to an increase in proceeds from the issuance of common stock and a decrease in the payment of contingent consideration amount.

Previous wording

The Company has various potential milestone payments a result of the acquisition of Sage Therapeutics, Inc. On March 19, 2026, Shionogi announced the successful commercial launch of a product containing zuranolone for the treatment of MDD in Japan. As such, a milestone was met and became due and payable at that time. Refer to Note 7, Contingent Consideration, in the Notes to the Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of contingent consideration associated with the Acquisition of Sage Therapeutics, Inc. for further details.

Current wording

The Company has various potential milestone payments a result of the acquisition of Sage Therapeutics, Inc. In March 2026, Shionogi announced the successful commercial launch of a product containing zuranolone for the treatment of MDD in Japan. As such, a milestone was met and became due and payable at that time. The Company paid the milestone payment in June of 2026. Refer to Note 7, Contingent Consideration, in the Notes to the Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of contingent consideration associated with the Acquisition of Sage Therapeutics, Inc. for further details.

Previous wording

On January 22, 2026, the Company entered into a First Amendment (Amendment) to the Agreement and Plan of Merger (Agreement) dated September 12, 2018, with former Biscayne security holders. The Amendment relates to the timing and payment of certain milestones under the Biscayne merger agreement. The Company agreed to pay former Biscayne security holders $10.0 million, one of the milestones specified in the Agreement, by June 30, 2026.

Current wording

On January 22, 2026, the Company entered into a First Amendment (Amendment) to the Agreement and Plan of Merger (Agreement) dated September 12, 2018, with former Biscayne security holders. The Amendment relates to the timing and payment of certain milestones under the Biscayne merger agreement. The Company agreed to pay former Biscayne security holders $10.0 million, one of the milestones specified in the Agreement, by June 30, 2026. The Company paid the milestone in June 2026.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

ZURZUVAE in the U.S. under the Biogen Collaboration Agreement. The Company and Biogen equally share in all operating profits and losses arising from sales of ZURZUVAE in the U.S., with Biogen recording such product sales.