Supernus Pharmaceuticals, Inc. filed Post-Effective Amendments to six Form S-8 registration statements on November 2, 2026, to remove and withdraw from registration all unissued and unsold shares of Common Stock remaining under its equity incentive and employee stock purchase plans, following its merger with Indivior Pharmaceuticals, Inc.

Key Highlights

  • Merger completed: On November 2, 2026, Merger Sub merged with and into Supernus Pharmaceuticals, with the company continuing as a wholly owned subsidiary of Indivior Pharmaceuticals, Inc.
  • Conversion ratio: Each share of Common Stock was converted into the right to receive 1.5401 shares of common stock of Indivior, together with cash in lieu of any fractional shares.
  • Six registration statements deregistered: The post-effective amendments cover File Nos. 333-201049, 333-216135, 333-239459, 333-257392, 333-280276, and 333-296947, originally filed between December 2014 and June 2026.
  • Total shares originally registered across the six statements: 1,750,000 shares; 4,200,000 shares; 4,000,000 shares; 11,012,893 shares; 4,000,000 shares; and 4,000,000 shares, respectively.
  • Delisting and deregistration: According to the filing, the Common Stock is being delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934.
  • Name change: In connection with the merger, Indivior amended its certificate of incorporation to change its name to Supernus, Inc.

Supernus Pharmaceuticals Terminates Equity Plan Offerings Following November 2026 Merger Close

According to the filing, Supernus Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger on August 1, 2026, with Indivior Pharmaceuticals, Inc., a Delaware corporation, and Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior. The merger became effective on November 2, 2026, at which point Merger Sub merged with and into the company, with Supernus continuing as the surviving corporation and immediately becoming a wholly owned subsidiary of Indivior.

The filing states that, at the effective time, each share of Common Stock issued and outstanding immediately prior to the effective time (other than certain excluded shares) was converted into the right to receive 1.5401 shares of common stock of Indivior, together with cash in lieu of any fractional shares. As a consequence of the merger, the company disclosed that it has ceased to be a public reporting company, and that offerings of Common Stock under its equity plans have been terminated.

The six registration statements being amended were originally filed between December 18, 2014, and June 22, 2026, and registered shares issuable under the company's 2005 Stock Plan, 2012 Equity Incentive Plan, 2012 Employee Stock Purchase Plan, and 2021 Equity Incentive Plan, each as amended and restated from time to time. The company stated it is removing from registration all shares that remain unsold under these plans as of the effective time, citing an undertaking made in each registration statement to do so by post-effective amendment upon termination of the offering. The filing was signed by Jack A. Khattar, President and Chief Executive Officer, in Rockville, Maryland.

What Was Disclosed

Supernus Pharmaceuticals filed post-effective amendments to six S-8 registration statements to deregister all remaining unsold shares under its equity plans, following completion of its merger with Indivior Pharmaceuticals on November 2, 2026, which resulted in the company becoming a wholly owned subsidiary of Indivior.