Supernus Pharmaceuticals, Inc. Announces Entry into Asset Purchase Agreement with Navitor Pharmaceuticals

Rockville, MD, April 1, 2026 — Supernus Pharmaceuticals, Inc. (“Supernus” or the “Company”) (NASDAQ: SUPN) has announced that, on April 1, 2026, it entered into a significant Asset Purchase Agreement with Navitor Pharmaceuticals, Inc. and Navitor Pharmaceuticals, LLC. This transaction has the potential to materially impact Supernus’s future development pipeline and financial position.

Key Points of the Agreement

• Acquisition Structure: Supernus will acquire certain assets from Navitor Pharmaceuticals, specifically related to the development and commercialization of a proprietary pharmaceutical compound targeting mental health disorders.
• Purchase Price and Milestones: The purchase price includes Supernus’s obligation to:
  • Conduct and complete one (1) Phase 2b clinical study of the acquired compound.
  • Make milestone payments of up to \$350 million, contingent upon the achievement of specified development, regulatory, and commercial milestones.
• Milestone Structure: The milestone payments are tied to the successful advancement of the compound through clinical and regulatory stages, and subsequent commercial success. Importantly, the Company has sole reasonable discretion to determine if the Phase 2 study was unsuccessful, in which case it will have no further obligations to pursue milestone achievement or commercialization of the compound.
• Reporting Obligations: Supernus is required to provide annual milestone progress reports to the Sellers (Navitor) within 90 days of each calendar year-end, detailing activities, clinical progress, and regulatory filings. At least once annually, Supernus must meet with Navitor representatives to discuss progress, unless it determines the Phase 2 study was not successful.
• Commercialization Efforts: The Company is obligated to use “commercially reasonable efforts” to achieve the specified milestones. However, after the Phase 2 study, it retains the ability to terminate further obligations should it reasonably decide the study failed.
• Seller Rights: Navitor retains the right to monetize milestone payments, subject to Supernus’s offset rights and consent (not to be unreasonably withheld).

Potential Impact for Shareholders and Price-Sensitive Information

• Significant Financial Commitment: The deal includes up to \$350 million in milestone payments, which is materially significant compared to Supernus’s historical R&D and acquisition spending. If key milestones are achieved, this could have a major impact on the Company’s future cash flows and financial statements.
• Pivotal Clinical Catalyst: The Phase 2b clinical study represents a critical development milestone. Success or failure of this study could have a substantial impact on Supernus’s pipeline value and share price.
• Strategic Expansion: This acquisition signals Supernus’s intent to expand in the field of mental health disorders, particularly those involving positive modulation of mTORC1 activity, which is an area of growing scientific and commercial interest.
• Risk Management: The structure allows Supernus to exit its obligations after Phase 2 if the study fails, thereby mitigating downside risk. However, if the program is successful, the milestone obligations could become a major capital outlay.
• Regulatory and Commercial Uncertainty: The future value of this asset is highly dependent on clinical trial success, regulatory approvals, and commercial uptake, all of which are inherently uncertain and could impact Supernus’s share price as new data emerges.
• Shareholder Considerations: Investors should closely monitor upcoming clinical milestones, annual reports detailing progress, and any statements from Supernus regarding the success or discontinuation of the Phase 2 study.

Additional Details

• Closing and Execution: The transaction was executed and closed concurrently by electronic exchange of documents.
• Representations and Warranties: Both parties have made extensive representations and warranties regarding organizational status, authority, and the absence of conflicting agreements or pending legal actions that could prevent the transaction.
• Confidentiality and Disclosure: Both parties have agreed to strict confidentiality provisions, with Supernus retaining the right to disclose information as required by the SEC.
• No Brokers Involved: Neither party has engaged brokers or finders in connection with this agreement, avoiding additional transaction costs.

Signatories

The agreement was executed on behalf of Supernus Pharmaceuticals, Inc. by Jack A. Khattar (President & CEO), and for Navitor Pharmaceuticals, LLC and Navitor Pharmaceuticals, Inc. by Thomas E. Hughes, PhD (Chief Executive Officer).

Disclaimer: This article is a summary of Supernus Pharmaceuticals, Inc.’s Form 8-K and Asset Purchase Agreement with Navitor Pharmaceuticals as filed with the SEC. It contains forward-looking statements subject to risks and uncertainties. Investors should review the full SEC filings and consult professional advisors before making investment decisions. The information herein does not constitute investment advice or a solicitation to buy or sell securities.

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