Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Entry into Asset Purchase Agreement

On April 1, 2026, Supernus Pharmaceuticals, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Agreement"), together with related ancillary transaction documents, with Navitor Pharmaceuticals, Inc., a Delaware corporation ("Navitor"), Navitor Pharmaceuticals, LLC, a Delaware limited liability company ("Navitor Parent," and, together with Navitor, the "Sellers").

The Agreement is entered into as contemplated by that certain Development and Option Agreement, dated April 21, 2020 between the Company and Navitor, and that certain Binding Memorandum of Understanding, dated May 5, 2025, between the Company and Navitor.

Under the Agreement, the Company agreed to acquire from the Sellers all of their right, title, and interest in certain assets, including intellectual property rights of any kind, inventory and manufacturing materials, regulatory and clinical materials, permits, data and records, certain contract rights, and related goodwill, in each case related to the compound known as NV-5138 or SPN-820 (the "Compound"), and all of Sellers' rights under warranties, indemnities and all similar rights against Third Parties to the extent related to any of the foregoing (collectively, the "Purchased Assets"). Unless otherwise defined herein, the capitalized terms used herein have the same meaning ascribed to them in the Agreement.

The Purchase Price consists of the Company's obligation to (i) effect and complete one (1) Phase 2b Study; and (ii) make several milestone payments of up to $350 million contingent upon the achievement of specified development, regulatory and commercial milestones.

The Company has agreed to use commercially reasonable efforts to achieve the specified milestones. However, following completion of the Phase 2 Study, if the Company determines in its sole reasonable discretion that such study was not successful, the Company will have no further obligation to pursue milestone achievement or commercialization of the Compound.