Supernus Pharmaceuticals, Inc. filed a Post-Effective Amendment No. 1 to six Form S-8 Registration Statements on November 2, 2026, to deregister all unsold and unissued shares of Common Stock previously registered under its equity incentive and employee stock purchase plans, following the completion of its merger with Indivior Pharmaceuticals, Inc.

Key Highlights

  • Merger completed November 2, 2026: Merger Sub merged with and into Supernus Pharmaceuticals, with the company continuing as the surviving corporation and becoming a wholly owned subsidiary of Indivior Pharmaceuticals, Inc.
  • Conversion ratio of 1.5401: At the Effective Time, 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 prior S-8 registrations covered: The amendment addresses six Registration Statements filed between December 2014 and June 2026, covering registration numbers 333-201049, 333-216135, 333-239459, 333-257392, 333-280276, and 333-296947.
  • Aggregate shares originally registered spanned multiple plans: The six registrations covered 1,750,000; 4,200,000; 4,000,000; 11,012,893; 4,000,000; and 4,000,000 shares of Common Stock, respectively, under the company's equity incentive and stock purchase plans.
  • Common Stock delisted from Nasdaq: According to the filing, the Common Stock is being delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended.
  • Name change by Indivior: 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 Indivior Acquisition

On August 1, 2026, Supernus Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Indivior Pharmaceuticals, Inc., a Delaware corporation, and Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior, according to the filing. The Merger was completed on November 2, 2026 (the "Effective Time"), at which point Merger Sub merged with and into Supernus, with Supernus continuing as the surviving corporation and immediately becoming a wholly owned subsidiary of Indivior.

The filing discloses 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 further result of the Merger, the filing states that Indivior amended its certificate of incorporation to change its name to Supernus, Inc.

Because the Merger caused the company to cease to be a public reporting company and the Common Stock is being delisted from the Nasdaq Global Market, the filing reports that all offerings of Common Stock pursuant to the company's equity plans have been terminated. In keeping with an undertaking made in each of the original Registration Statements to remove unsold securities by post-effective amendment at the termination of an offering, Supernus hereby removes from registration all shares of Common Stock registered under the six Registration Statements that remain unsold as of the Effective Time. The filing was signed by Jack A. Khattar, President and Chief Executive Officer, in Rockville, Maryland on November 2, 2026.

What Was Disclosed

Supernus Pharmaceuticals filed post-effective amendments to six S-8 Registration Statements to deregister all remaining unsold shares under its equity and stock purchase plans, following the November 2, 2026 completion of its acquisition by Indivior Pharmaceuticals, Inc. at a ratio of 1.5401 Indivior shares per Supernus share.