Harmony Biosciences Holdings Inc
For the period ended Dec 31, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See “Part II—Item 8. Financial Statements and Supplementary Data.—Index to Financial Statements.”
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes those financial statements.
(a)(3) Exhibits.
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
EXHIBIT INDEX
| Exhibit · · · · Incorporated by Reference · · Filed | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. | | Exhibit Description | | Form | | Date | | Number | | Herewith |
| 2.1 | | Agreement and Plan of Merger, dated August 14, 2023, by and among Harmony Biosciences Holdings, Inc., Xylophone Acquisition Corp. and Zynerba Pharmaceuticals, Inc. | | 8-K/A | | September 14, 2023 | | 2.1 | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of Harmony Biosciences Holdings, Inc. | | 8-K | | August 21, 2020 | | 3.1 | | |
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| 3.2 | | Amended and Restated Bylaws. | | 8-K | | August 21, 2020 | | 3.2 | | |
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| 4.1 | | Form of Common Stock Certificate. | | S-1/A | | August 6, 2020 | | 4.1 | | |
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| 4.2 | | Description of Registrant’s Securities. | | 10-K | | March 25, 2021 | | 4.3 | | |
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| 10.1* | | Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan, as amended by the First Amendment to the Plan, dated March 24, 2022. | | 10-K | | February 21, 2023 | | 10.3 | | |
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| 10.2* | | Form of Option Agreement under Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan. | | S-8 | | August 21, 2020 | | 10.3 | | |
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| 10.3* | | Form of Restricted Stock Unit Agreement under Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan. | | S-1/A | | August 11, 2020 | | 10.6 | | |
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| 10.4* | | Harmony Biosciences Holdings, Inc. 2020 Employee Stock Purchase Plan. | | S-1/A | | August 11, 2020 | | 10.7 | | |
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| 10.5.1* | | Amended and Restated Employment Agreement, dated August 11, 2020, by and | | S-1/A | | August 11, 2020 | | 10.8 | | |
| between Harmony Biosciences, LLC and John C. Jacobs. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
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| 10.5.2* | | Acknowledgment and Release Agreement, dated January 20, 2023, by and between Harmony Biosciences Holdings, Inc. and John C. Jacobs. | | 10-K | | February 21, 2023 | | 10.7.2 | | |
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| 10.6 | | Form of Indemnification Agreement between Harmony Biosciences, LLC and each director and executive officer. | | S-1/A | | August 11, 2020 | | 10.12 | | |
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| 10.7 | | Harmony Biosciences, LLC Separation Plan. | | S-1/A | | August 11, 2020 | | 10.13 | | |
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| 10.8* | | Harmony Biosciences Holdings, Inc. Amended and Restated 2017 Equity Incentive Plan. | | S-1/A | | August 11, 2020 | | 10.3 | | |
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| 10.9* | | Harmony Biosciences Holdings, Inc. Non- Employee Director Compensation Program. | | 10-Q | | November 12, 2020 | | 10.9 | | |
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| 10.10.1* | | Offer Letter, dated October 10, 2017, by and between Harmony Biosciences, LLC and Jeffrey Dayno. | | S-1/A | | August 11, 2020 | | 10.9 | | |
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| 10.10.2* | | Promotion Letter Agreement, dated January 23, 2023, by and between Harmony Biosciences Holdings, Inc. and Jeffrey M. Dayno, M.D. | | 8-K/A | | January 23, 2023 | | 10.12.2 | | |
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| 10.10.3* | | Executive Employment Agreement, dated April 24, 2023, between Harmony Biosciences, LLC and Jeffrey M. Dayno, M.D. | | 8-K | | April 24, 2023 | | 10.1 | | |
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| 10.11* | | Offer Letter, dated September 8, 2017, by and between Harmony Biosciences, LLC and Andrew Serafin. | | S-1/A | | August 11, 2020 | | 10.10 | | |
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| 10.12+ | | License and Commercialization Agreement, dated July 28, 2017, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC. | | S-1 | | July 27, 2020 | | 10.10 | | |
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| 10.13 | | Amendment No. 1 to License and Commercialization Agreement, dated August 27, 2018, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC. | | S-1 | | July 27, 2020 | | 10.11 | | |
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| 10.14+ | | Trademark License Agreement, dated August 23, 2018, by and among Bioprojet Europe, Ltd., Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC. | | S-1 | | July 27, 2020 | | 10.12 | | |
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| 10.15 | | Right of Use Agreement, dated November 1, 2019, by and between Paragon Biosciences, LLC and Harmony Biosciences, LLC. | | S-1 | | July 27, 2020 | | 10.14 | | |
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| 10.16 | | Second Amended and Restated Investors’ Rights Agreement, dated August 9, 2019, by and among the Registrant and the other parties thereto. | | S-1 | | July 27, 2020 | | 10.15 | | |
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| 10.17* | | Offer Letter, dated September 7, 2017, by and between Harmony Biosciences, LLC and Jeffrey Dierks. | | 10-K | | March 25, 2021 | | 10.20 | | |
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| 10.18* | | Employment Agreement, dated March 4, 2021, between Harmony Biosciences, LLC and Sandip Kapadia. | | 8-K | | March 15, 2021 | | 10.1 | | |
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| 10.19* | | Promotion Increase Award Letter to Jeffrey Dierks, dated June 9, 2021. | | 10-Q | | August 10, 2021 | | 10.1 | | |
| 10.20* | | Restricted Stock Unit Award Agreement dated October 4, 2023 with Sandip Kapadia | | 8-K | | October 5, 2023 | | 10.1 | | |
| 10.21* | | Restricted Stock Unit Award Agreement dated October 4, 2023 with Jeffrey Dierks | | 8-K | | October 5, 2023 | | 10.2 | | |
| 10.22 | | Credit Agreement, dated as of July 26, 2023, by an among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. | | 8-K | | July 27, 2023 | | 10.1 | | |
| 10.23 | | Guaranty, dated July 26, 2023, by and among each of the subsidiaries of Harmony Biosciences Holdings, Inc. and JPMorgan Chase Bank, N.A., as administrative agent. | | 8-K | | July 27, 2023 | | 10.2 | | |
| 10.24 | | Pledge and Security Agreement, dated July 26, 2023, by and among Harmony Biosciences Holdings, Inc. and each of the subsidiaries of Harmony Biosciences Holdings, Inc., and JPMorgan Chase Bank, N.A., as administrative agent. | | 8-K | | July 27, 2023 | | 10.3 | | |
| 10.25 | | First Incremental Amendment dated September 21, 2023 by and among Harmony Biosciences Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as incremental lender. | | 8-K | | September 25, 2023 | | 10.1 | | |
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| 19.1 | | Insider Trading Policy | | | | | | | | X |
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| 21.1 | | List of Subsidiaries of Harmony Biosciences Holdings, Inc. | | | | | | | | X |
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| 23.1 | | Consent of Independent Registered Public Accounting Firm | | | | | | | | X |
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| 31.1 | | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | X |
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| 31.2 | | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, | | | | | | | | X |
| as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
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| 32.1** | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | X |
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| 32.2** | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | X |
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| 97.1 | | Policy Relating to Recovery of Erroneously Awarded Compensation | | | | | | | | X |
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| 101 | | The following financial statements from the Company’s Yearly Report on Form 10-K for the fiscal year ended December 31, 2024 formatted in Inline XBRL: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity (Deficit) and (vi) Notes to Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | X |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | X |
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| * | Indicates management contract or compensatory plan or arrangement. |
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| ** | This certification is deemed furnished, and not filed, with the SEC and is not to be incorporated by reference into any filing of Harmony Biosciences Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
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| + | Certain portions of this document that the Company customarily and actually treats as private or confidential and is not material have been redacted in accordance with Regulation S-K, Item 601(b)(10) |
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