Supernus Pharmaceuticals, Inc. filed a Post-Effective Amendment to six Form S-8 registration statements on November 2, 2026, to remove and withdraw from registration all remaining unsold shares of Common Stock previously registered under the company's equity incentive and employee stock purchase plans, following the completion of its merger with Indivior Pharmaceuticals, Inc.

Key Highlights

  • Six registration statements affected: Post-Effective Amendment No. 1 was filed against File Nos. 333-201049, 333-216135, 333-239459, 333-257392, 333-280276, and 333-296947.
  • Merger completed November 2, 2026: Merger Sub merged with and into Supernus Pharmaceuticals, making Supernus a wholly owned subsidiary of Indivior Pharmaceuticals, Inc.
  • Exchange ratio: Each share of Supernus Common Stock was converted into the right to receive 1.5401 shares of Indivior common stock, plus cash in lieu of any fractional shares.
  • Merger Agreement date: The Agreement and Plan of Merger was entered into on August 1, 2026.
  • Shares originally registered ranged widely: Individual registration statements covered share counts including 1,750,000; 4,200,000; 4,000,000; 11,012,893; 4,000,000; and 4,000,000 shares of Common Stock.
  • Delisting and deregistration: According to the filing, Supernus 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.

Six Equity Plan Registrations Closed as Supernus Exits Public Markets

Supernus Pharmaceuticals, Inc., a Delaware corporation headquartered at 9715 Key West Avenue, Rockville, Maryland, had maintained multiple Form S-8 registration statements covering shares issuable under its 2005 Stock Plan, its 2012 Equity Incentive Plan and 2012 Employee Stock Purchase Plan (each in various amended and restated forms), and its 2021 Equity Incentive Plan (also in amended and restated form). These plans collectively allowed the company to issue Common Stock to employees and other eligible participants as compensation, a structure common among publicly listed pharmaceutical companies. The filing identifies Jack A. Khattar, President and Chief Executive Officer, as the signing officer and agent for service.

The registration statements were originally filed between December 2014 and June 2026, with the most recent, File No. 333-296947, filed on June 22, 2026 and covering 4,000,000 shares under the Amended and Restated 2021 Equity Incentive Plan. Following the completion of the merger on November 2, 2026, the company disclosed that "the offerings of Common Stock pursuant to the Plans have been terminated." The filing states that each Registration Statement had included an undertaking to remove unsold securities by post-effective amendment upon termination of the offering, and the company is fulfilling that undertaking through this filing.

As a result of the merger, Supernus Pharmaceuticals ceased to be a public reporting company. The filing reports that Indivior Pharmaceuticals, Inc., through its wholly owned subsidiary Artemis Merger Sub Inc., absorbed Supernus via a stock-for-stock transaction at the 1.5401 exchange ratio. Indivior subsequently changed its own corporate name to Supernus, Inc. All remaining unsold shares across the six registration statements are being withdrawn from registration as of the merger's Effective Time of November 2, 2026.

What Was Disclosed

Supernus Pharmaceuticals filed Post-Effective Amendments to six S-8 registration statements, withdrawing all remaining unsold equity plan shares from registration. The action followed the company's merger with Indivior Pharmaceuticals, Inc., which closed November 2, 2026, converting each Supernus share into 1.5401 Indivior shares.