Supernus Pharmaceuticals, Inc. ( Nasdaq : SUPN) filed a current report on Form 8-K on August 3, 2026, disclosing a joint investor conference call and webcast with Indivior Pharmaceuticals Inc. regarding a proposed Merger of the two companies.

Key Highlights

  • Conference call and webcast: Supernus and Indivior hosted a joint presentation at 8:30 a.m. Eastern Time on August 3, 2026, regarding the proposed merger.
  • Proposed merger: According to the filing, the two companies have announced a proposed merger, described in the filing as a "merger of equals."
  • Registration statement pending: Indivior intends to file a Form S-4 registration statement with the SEC, which will include a joint proxy statement/prospectus for both companies' stockholders.
  • Fixed exchange ratio: The filing discloses that the exchange ratio is fixed and will not be adjusted for changes in the Market Price of Supernus or Indivior shares.
  • Special Dividend noted: The filing references additional indebtedness to be incurred to fund a Special Dividend as a risk Factor affecting the combined company.
  • Investor presentation filed: An investor presentation dated August 3, 2026, was filed as Exhibit 99.1 to the report.

Supernus and Indivior Detail Proposed Merger in Joint Investor Presentation

Supernus Pharmaceuticals, Inc., a Delaware corporation headquartered at 9715 Key West Ave, Rockville, MD 20850, filed a current report dated August 3, 2026, under Item 8.01 (Other Events). According to the filing, the report was simultaneously filed as written communications pursuant to Rule 425 under the Securities Act and as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

The filing states that Supernus and Indivior Pharmaceuticals Inc. hosted a conference call and webcast on August 3, 2026, at 8:30 a.m. Eastern Time to present information regarding the proposed merger. The company disclosed that it intended to display slides filed as Exhibit 99.1 during the presentation. According to the filing, Indivior plans to file a Form S-4 registration statement with the SEC containing a joint proxy statement/prospectus, which will be sent to stockholders of both companies. The filing directs investors to obtain copies of those documents at www.sec.gov, www.indivior.com, or www.supernus.com at no charge.

The filing includes forward-looking statements, which it identifies as the company's own and subject to its cautionary language. Disclosed risk factors include: the possibility the merger may not be completed on time or at all; failure to obtain required stockholder or regulatory approvals; Business disruption during the pendency of the transaction; the risk that anticipated benefits, synergies, and cost savings may not be realized; and the risk that the merger does not qualify for its intended treatment as a tax-free reorganization. The filing states that "neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required by applicable law."

What Was Disclosed

Supernus Pharmaceuticals filed an 8-K on August 3, 2026, reporting a joint investor presentation with Indivior Pharmaceuticals regarding a proposed merger of the two companies, and noting that a joint proxy statement/prospectus is forthcoming pending regulatory filing by Indivior.