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

Key Highlights

  • Six registration statements deregistered: File Nos. 333-201049, 333-216135, 333-239459, 333-257392, 333-280276, and 333-296947 were each amended to withdraw all remaining unsold shares.
  • Merger completed November 2, 2026: Merger Sub merged with and into Supernus, with Supernus continuing as the surviving corporation and becoming a wholly owned subsidiary of Indivior.
  • Exchange ratio of 1.5401: 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.
  • Shares originally registered span multiple plans: The six filings collectively covered shares under the 2012 Equity Incentive Plan, the 2012 Employee Stock Purchase Plan, and the 2021 Equity Incentive Plan, in amounts ranging from 1,750,000 to 11,012,893 shares per statement.
  • Nasdaq delisting and public company status terminated: 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 by Indivior: In connection with the merger, Indivior amended its certificate of incorporation to change its name to Supernus, Inc.

Supernus Exits Public Markets as Indivior Merger Takes Effect on November 2, 2026

Supernus Pharmaceuticals, Inc., a Delaware corporation headquartered at 9715 Key West Avenue, Rockville, Maryland, filed the post-effective amendments to deregister all shares remaining unsold under its equity compensation plans at the moment the merger became effective. The filing identifies Jack A. Khattar, President and Chief Executive Officer, as the signing officer. The company had operated as a large accelerated filer, as indicated on the cover page of the amendments.

The six registration statements covered shares issuable under plans established between 2012 and 2021. The earliest, File No. 333-201049, was originally filed on December 18, 2014, and registered 1,750,000 shares. The most recent, File No. 333-296947, was filed on June 22, 2026, and registered an additional 4,000,000 shares under the Amended and Restated 2021 Equity Incentive Plan. The filing notes that the offerings of common stock pursuant to the plans have been terminated as a result of the merger.

According to the filing, the merger was governed by an Agreement and Plan of Merger entered into on August 1, 2026, among Supernus, Indivior Pharmaceuticals, Inc., and Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior. The amendments cite the undertaking made in each original registration statement to remove, by post-effective amendment, any securities that remain unsold at the termination of an offering, as the basis for withdrawing the remaining shares from registration.

What Was Disclosed

Supernus Pharmaceuticals filed post-effective amendments on November 2, 2026, to withdraw all unsold shares under six S-8 registration statements, citing completion of its merger with Indivior Pharmaceuticals and the termination of its public company status and Nasdaq listing.