# Supernus Pharmaceuticals, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Supernus Pharmaceuticals, Inc.](/companies/supn.md) (CIK 1356576)
- Form: 10-Q
- Filed: 2025-08-05
- Accepted by EDGAR: Aug 5, 2025, 16:24 ET
- Period: 2025-06-30
- Accession: 0001356576-25-000055
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1356576/000135657625000055/supn-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1356576/000135657625000055/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $165.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $315.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $16.8m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $32.6m | us-gaap:CostOfGoodsAndServicesSold |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $22.1m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $49.0m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $93.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $183.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $12.1m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $1.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | −$5.8m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $166.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $22.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $10.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.40 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.19 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.40 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.19 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 56,643,189 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 56,688,754 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $89.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $782.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $144.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $738.9m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $1.38bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $286.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $318.5m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $1.06bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 35,448 characters.

*Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and the financial condition of Supernus Pharmaceuticals, Inc. The interim condensed consolidated financial statements included in this report and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2024 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2025.*

*In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward-looking statements may include declarations regarding the Company's belief or current expectations of management, such as statements including the words "budgeted," "anticipate," "project," "forecast," "estimate," "expect," "may," "believe," "potential," and similar statements or expressions, which are intended to be among the statements that are forward-looking statements, as such statements reflect the reality of risk and uncertainty that is inherent in our business. Actual results may differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date this report was filed with the Securities and Exchange Commission. Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements because of many factors, including those set forth under the "Risk Factors" section of our Annual Report on Form 10-K and elsewhere in this report as well as in other reports and documents we file with the Securities and Exchange Commission from time to time. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.*

*Unless the content requires otherwise, the words "Supernus," "we," "our" and "the Company" refer to Supernus Pharmaceuticals, Inc. and/or one or more of its subsidiaries, as the case may be. These terms are used solely for the convenience of the reader. Supernus Pharmaceuticals, Inc. and each of its subsidiaries are distinct legal entities. For example, MDD US Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., is the exclusive licensee and distributor of APOKYN and ONAPGO in the United States and its territories. Adamas Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., wholly owns the patents and patent applications related to GOCOVRI and Osmolex ER and has a license agreement with Supernus Pharmaceuticals, Inc., granting Supernus Pharmaceuticals, Inc. rights to market and sell GOCOVRI and Osmolex ER.*

*Solely for convenience, in this Quarterly Report on Form 10-Q, the trade names are referred to without the TM symbols and the trademark registrations are referred to without the circled R, but such references should not be construed as any indicator that the Company will not assert, to the fullest extent under applicable law, our rights thereto.*

### Overview

We are a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel CNS product candidates including new potential treatments for epilepsy, depression, and other CNS disorders.

#### Acquisition of Sage Therapeutics, Inc.

On June 13, 2025, the Company entered into a Merger Agreement to acquire Sage. Under the terms of the Merger Agreement, the Company will commence a tender offer to acquire all outstanding shares of Sage, par value $0.001 per share (the "Shares" and each, a "Share"), at an offer price of (i) $8.50 per share in cash, less any applicable withholding taxes and without interest (the "Cash Amount"; an aggregate of approximately $561 million), plus (ii) one contingent value right per Share (the "CVR"; an aggregate of approximately $234 million, subject to the achievement of specific contingencies), which represents the right to receive up to $3.50, which is governed by the terms of a contingent value rights agreement entered into between the Company and Equiniti Trust Company, LLC (the "CVR Agreement"), in cash, less any applicable withholding taxes and without interest (the Cash Amount plus the CVR, collectively; or any higher amount per Share paid pursuant to the Offer, the "Offer Price").

Prior to the time at which Purchaser accepted the Shares tendered in the Offer for purchase, the Company and Equiniti Trust Company LLC, as rights agent, entered into a CVR Agreement to allow for the payment of milestones pursuant to the CVR. Subject to the terms of the CVR Agreement, (1) $1.00 per share would be payable if in any calendar year between closing and end of 2027, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $250 million or more in the U.S., (2) $1.00 per share would be payable if in any calendar year between closing and end of 2028, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $300 million or more in the U.S., (3) $1.00 per share would be payable if in any calendar year between closing and end of 2030, annual net sales (as defined in the CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $375 million or more in the U.S., and (4) $0.50 per share would be payable upon the first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026. The maximum amount payable with respect to a CVR issued in respect to each Share is $3.50. The tender offer was consummated on July 31, 2025. Following consummation of the tender offer, on July 31, 2025, Purchaser merged with and into Sage upon the terms set forth in the Agreement, with Sage continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company.

Sage is a commercial-stage pharmaceutical company with a portfolio of therapies to address a range of neurological diseases. Sage's commercialized medicine, ZURZUVAE® (zuranolone) capsules CIV, is the first and only FDA-approved oral medicine indicated for the treatment of postpartum depression in adults.

Beginning in the third quarter, the Company expects the acquisition and integration of Sage will result in: increase in net product sales as a result of sales of ZURZUVAE, integration costs, including from severance payments and professional fees, other increases in selling, general and administrative expenses, and an increase in amortization of intangible assets primarily related to ZURZUVAE® (zuranolone). The Company is also expecting a reduction in Other Income (Expense) driven by lower interest income due to the overall decrease in marketable securities as a portion were sold to fund the acquisition of Sage.

In connection with the Merger Agreement and Sage's Board of Directors' (the "Sage Board") recommendation to Sage shareholders to tender their shares pursuant to the tender offer, two purported Sage shareholders filed complaints in state court against Sage and each member of the Sage Board. Among other things, the complaints assert claims for negligent misrepresentation and concealment and negligence under New York common law. Sage has also received certain demand letters from other purported shareholders with similar allegations to those contained in the complaints. Additional demand letters may be received by Sage and additional complaints may be filed against Sage, the Sage Board, Supernus and Purchaser in connection with the Merger Agreement and tender offer. In addition, prior to entering into the Agreement, a purported federal securities class action lawsuit and three derivative complaints were commenced against Sage and certain of its current and former officers and directors alleging, among other things, violations of federal securities laws and seeking unspecified damages and equitable relief. Sage is also cooperating with the Enforcement Division of the U.S. Securities and Exchange Commission, which has requested documents and information related to the new drug application for zuranolone for the treatment of major depressive disorder. The outcome of the matters described above cannot be predicted with certainty.

### Commercial Products

- Qelbree® (viloxazine) extended-release capsules is a novel non-stimulant product indicated for the treatment of ADHD in adults and pediatric patients 6 years and older. The United States Food and Drug Administration (FDA) approved Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age in April 2021, and in adult patients in April 2022. The Company launched Qelbree for pediatric patients in May 2021 and for adult patients in May 2022 in the United States (U.S.). In January 2025, the FDA approved an expanded label update for Qelbree to include new data on the pharmacodynamics and use in breastfeeding mothers.
- GOCOVRI® (amantadine) extended-release capsules is the first and only FDA approved medicine indicated for the treatment of dyskinesia in patients with PD receiving levodopa-based therapy, with or without concomitant dopaminergic medications, and as an adjunctive treatment to levodopa/carbidopa with PD experiencing "OFF" episodes.
- Oxtellar XR® (oxcarbazepine) is indicated as therapy for the treatment of partial onset seizures in patients 6 years of age and older. It is also the first once-daily extended-release oxcarbazepine product indicated for the treatment of epilepsy in the U.S. market.
- APOKYN® (apomorphine hydrochloride injection) is a product indicated for the acute, intermittent treatment of hypomobility, "OFF" episodes ("end-of-dose wearing off" and unpredictable "ON/OFF" episodes) in patients with advanced PD.
- Trokendi XR® (topiramate) is the first once-daily extended-release topiramate product indicated for the treatment of epilepsy in patients 6 years of age and older in the U.S. market. It is also indicated for the prophylaxis of migraine headache in adults and adolescents 12 years and older.
- XADAGO® (safinamide) is a once-daily product indicated as adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "OFF" episodes.
- MYOBLOC® (rimabotulinumtoxinB injection) is a product indicated for the treatment of cervical dystonia and chronic sialorrhea in adults. It is the only botulinum toxin type B available on the market.
- ONAPGOTM (apomorphine hydrochloride) injection is the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD. ONAPGO was approved by the FDA in February 2025. ONAPGO was launched in April 2025.

### Research and Development

We are committed to the development of innovative product candidates in neurology and psychiatry, including the following:

#### SPN-817 (huperzine A)

SPN-817 represents a novel mechanism of action (MOA) for an anticonvulsant. SPN-817 is a novel synthetic form of huperzine A, whose MOA includes potent acetylcholinesterase inhibition, with pharmacological activities in CNS conditions such as epilepsy. The development will initially focus on the drug's anticonvulsant activity, which has been shown in preclinical models to be effective for the treatment of partial seizures and Dravet Syndrome. SPN-817 is in clinical development and has received Orphan Drug Designation for several epilepsy indications from the FDA.

#### SPN-820 (NV-5138)

SPN-820 is a first-in-class, orally active small molecule that increases the brain mechanistic target of rapamycin

complex 1 (mTORC1) mediated synaptic function intracellularly. SPN-820 does not bind to or modulate any cell surface receptors and therefore is unlikely to have abuse potential given its lack of binding to targets implicated in drug abuse. In addition, unlike leucine, it is not incorporated into proteins during protein synthesis, and therefore, it is more available at the target site in the brain than leucine.

In February 2025, the Company reported topline results from a randomized double-blind placebo-controlled Phase 2b study of SPN-820 in adults with treatment-resistant depression (TRD). The study did not demonstrate a statistically significant improvement on the primary and secondary endpoints. The safety profile of SPN-820 was consistent with previous clinical trials, showing few adverse events.

#### SPN-443 – Novel stimulant for the treatment of ADHD/CNS

The Company completed a Phase 1 single dose study in healthy adults in 2024 following submission of an Investigational New Drug Application. The study was a first in human, pilot pharmacokinetic study of two oral formulations of SPN-443 in healthy adults. The primary objective of the study was to assess safety and tolerability. This molecule, along with its major metabolites, is an inhibitor of norepinephrine, dopamine and serotonin, also known as a triple reuptake inhibitor. Both formulations of SPN-443 showed adequate bioavailability and were well tolerated.

### Commercial Highlights

- Total IQVIA prescriptions for Qelbree were 225,254 for the second quarter 2025, an increase of 23% compared to the same period in the prior year. Qelbree continues to expand its base of prescribers, with approximately 36,000 prescribers in the second quarter of 2025, up by 23% compared to the same period last year.
- In April 2025, the Company launched ONAPGO, the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced Parkinson's disease. ONAPGO demand is exceeding the Company's expectations, with more than 750 enrollment forms submitted by more than 300 prescribers through the end of the second quarter of 2025.

### Product Pipeline Update

#### SPN-817 – Novel first-in-class highly selective AChE inhibitor for epilepsy

- The Phase 2b randomized, double-blind, placebo-controlled study of 3mg and 4mg twice daily doses is ongoing with a targeted enrollment of approximately 258 adult patients with treatment resistant focal seizures.

#### SPN-820 – Novel first-in-class molecule that increases mTORC1 mediated synaptic function for depression

- The Company plans to initiate a follow-on Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with major depressive disorder (MDD). The study will examine the safety and tolerability of SPN-820 2400 mg given intermittently (twice weekly) as an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms. The Company expects to initiate the Phase 2b study by the end of 2025.

#### SPN-443 – Novel stimulant for ADHD/CNS

- The Company completed a Phase 1 pharmacokinetic study of two oral formulations in healthy adults. Both formulations of SPN-443 showed adequate bioavailability and were well tolerated. The Company expects to disclose a lead indication for the product candidate by the end of 2025.

### Critical Accounting Policies and the Use of Estimates

A summary of our significant accounting policies is included in Note 2, *Summary of Significant Accounting Policies* of our audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. There were no significant changes to the disclosures with respect to our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2024.

### Results of Operations

### Comparison of the Three and Six Months ended Months Ended June 30, 2025 and 2024

### Revenues

Revenues consist primarily of net product sales of our commercial products in the U.S., supplemented by royalty and licensing revenues from our collaborative licensing arrangements. The following table provides information regarding our revenues during the three and six months ended months ended June 30, 2025 (dollars in thousands):

| Net product sales | Three Months Ended June 30, 2025 | 2024 | Change Amount | Percent | Six Months Ended June 30, 2025 | 2024 | Change Amount | Percent |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Qelbree | $77,547 | $59,395 | $18,152 | 31% | $142,292 | $104,499 | $37,793 | 36% |
| GOCOVRI | 36,660 | 31,703 | 4,957 | 16% | 67,349 | 58,265 | 9,084 | 16% |
| APOKYN | 12,820 | 17,295 | (4,475) | (26)% | 27,796 | 33,944 | (6,148) | (18)% |
| Trokendi XR | 11,193 | 17,086 | (5,893) | (34)% | 23,994 | 33,075 | (9,081) | (27)% |
| Oxtellar XR | 11,637 | 29,516 | (17,879) | (61)% | 21,835 | 56,459 | (34,624) | (61)% |
| ONAPGO | 1,604 | — | 1,604 | 100% | 1,604 | — | 1,604 | 100% |
| Other(1) | 6,534 | 7,543 | (1,009) | (13)% | 15,113 | 14,757 | 356 | 2% |
| Total net product sales | 157,995 | 162,538 | (4,543) | (3)% | 299,983 | 300,999 | (1,016) | —% |
| Royalty, licensing and other revenues | 7,458 | 5,787 | 1,671 | 29% | 15,294 | 10,970 | 4,324 | 39% |
| Total revenues | $165,453 | $168,325 | $(2,872) | (2)% | $315,277 | $311,969 | $3,308 | 1% |

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

#### Net Product Sales

Net product sales were $158.0 million and $162.5 million for the three months ended June 30, 2025 and 2024, respectively. Net product sales were $300.0 million and $301.0 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in both periods was primarily due to the decline in net product sales of APOKYN due to lower volume and decline in net product sales of Oxtellar XR and Trokendi XR due to generic erosion, partially offset by the increases in net product sales from Qelbree and GOCOVRI due to higher volume and higher price, and ONAPGO which was launched in the second quarter of 2025.

Adjustments related to prior year sales for the six months period ended June 30, 2025 is approximately 4% of net product sales. The majority of the adjustments is attributable to Qelbree, reflecting favorable actual returns experienced in 2025. As a result, the Company changed its estimated provision for product returns based on the most recent experience. Adjustments related to prior year sales for the six months period ended June 30, 2024 was approximately 2% of net product sales. Refer to discussion *Sales Deductions and Related Accruals* below.

#### Sales Deductions and Related Accruals

We record accrued product returns and accrued product rebates as current liabilities in *Accrued product returns and rebates,* on our condensed consolidated balance sheets. We record sales discounts as a reduction against *Accounts receivable, net* on the unaudited condensed consolidated balance sheets. Both amounts are generally affected by changes in gross product sales, changes in the provision for net product sales deductions, and the timing of payments/credits.

The following table provides a summary of activity with respect to accrued product returns and rebates and sales discounts during the periods indicated (dollars in thousands):

|  | Accrued Product Returns and Rebates Product Returns | Product Rebates | Sales Discounts | Total |
| --- | ---: | ---: | ---: | ---: |
| Balance at December 31, 2024 | $53,375 | $115,330 | $12,347 | $181,052 |
| Provision related to: |  |  |  |  |
| Current year sales | 7,269 | 207,558 | 34,034 | 248,861 |
| Prior year sales | (12,461) | (69) | 40 | (12,490) |
| Total provision | (5,192) | 207,489 | 34,074 | 236,371 |
| Less: Actual payments/credits | (2,159) | (187,927) | (33,656) | (223,742) |
| Balance at June 30, 2025 | $46,024 | $134,892 | $12,765 | $193,681 |

|  | Accrued Product Returns and Rebates Product Returns | Product Rebates | Sales Discounts | Total |
| --- | ---: | ---: | ---: | ---: |
| Balance at December 31, 2023 | $57,290 | $96,984 | $10,719 | $164,993 |
| Provision related to: |  |  |  |  |
| Current year sales | 10,774 | 200,930 | 34,119 | 245,823 |
| Prior year sales | (4,055) | (1,923) | (6) | (5,984) |
| Total provision | 6,719 | 199,007 | 34,113 | 239,839 |
| Less: Actual payments/credits | (5,472) | (179,409) | (31,300) | (216,181) |
| Balance at June 30, 2024 | $58,537 | $116,582 | $13,532 | $188,651 |

#### Accrued Product Returns and Rebates

The accrued product returns balance decreased to $46.0 million as of June 30, 2025 from $58.5 million as of June 30, 2024. This decrease was primarily due to the $12.5 million of estimated provision for product returns related to prior year sales. The majority of the provision for product returns related to prior year sales is attributable to Qelbree, reflecting favorable actual returns experienced in 2025 for Qelbree. As a result, the Company changed its estimated provision for product returns based on the most recent experience.

The accrued product rebates balance increased to $134.9 million as of June 30, 2025 from $116.6 million as of June 30, 2024 primarily due to timing of payments associated with government programs.

#### Provision for Product Returns and Rebates

The provision for product returns decreased to $5.2 million for the six months ended June 30, 2025 from $6.7 million for the six months ended June 30, 2024. The decrease was primarily due to the aforementioned reduction of $12.5 million of estimated provision for product returns related to prior year sales.

The provision for product rebates increased to $207.5 million for six months ended June 30, 2025 from $199.0 million for the six months ended June 30, 2024. The increase was primarily attributable to higher Qelbree sales and unfavorability in government programs as a result of product price increases in Q1 2025.

#### Royalty, Licensing and Other Revenues

Royalty, licensing and other revenues were $7.5 million and $5.8 million for the three months ended June 30, 2025 and 2024, respectively. Royalty, licensing and other revenues were $15.3 million and $11.0 million for the six months ended June 30, 2025 and 2024, respectively. The increase was due to an increase in licensing revenues related to the achievement of a milestone under a licensing agreement for Qelbree, and an increase in royalty revenues from Oxtellar XR. The Company entered into settlement and license agreements that allowed a third party to enter the Oxtellar XR market in September 2024.

#### Cost of Goods Sold

Cost of goods sold was $16.8 million and $17.9 million for the three months ended June 30, 2025 and 2024, respectively. Cost of goods sold was $32.6 million and $34.2 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in both periods was primarily driven by lower APOKYN royalties due to lower sales and decrease in MYOBLOC and Oxtellar XR due to generic erosion, principally offset by increases in Qelbree due to higher sales and ONAPGO which was launched in the second quarter of 2025.

#### Research and Development Expenses

R&D expenses were $22.1 million and $26.2 million for the three months ended June 30, 2025 and 2024, respectively. R&D expenses were $49.0 million and $51.1 million for the six months ended June 30, 2025 and 2024, respectively. The decreases in both periods were primarily due to decreased clinical program costs on SPN-820, partially offset by the increase in clinical program costs on SPN-817.

#### Selling, General and Administrative Expenses

The following table provides information regarding our selling, general and administrative (SG&A) expenses during the periods indicated (dollars in thousands):

|  | Three Months Ended June 30, 2025 | 2024 | Change Amount | Percent | Six Months Ended June 30, 2025 | 2024 | Change Amount | Percent |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Selling and marketing | $65,130 | $58,804 | $6,326 | 11% | $128,408 | $118,371 | $10,037 | 8% |
| General and administrative | 28,421 | 27,100 | 1,321 | 5% | 55,087 | 54,049 | 1,038 | 2% |
| Total | $93,551 | $85,904 | $7,647 | 9% | $183,495 | $172,420 | $11,075 | 6% |

Selling and marketing expenses were $65.1 million and $58.8 million for the three months ended June 30, 2025 and 2024, respectively. The increase was primarily due to higher professional and consulting expenses and employee-related expenses.

Selling and marketing expenses were $128.4 million and $118.4 million for the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to timing of product sample shipments, higher professional and consulting expenses and employee-related expenses.

General and administrative expenses were $28.4 million and $27.1 million for the three months ended June 30, 2025 and 2024, respectively. General and administrative expenses were $55.1 million and $54.0 million for the six months ended June 30, 2025 and 2024, respectively.

#### Amortization of Intangible Assets

Amortization of intangible assets was $20.8 million and $20.1 million for the three months ended June 30, 2025 and 2024, respectively. Amortization of intangible assets was $40.6 million and $40.2 million for the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to ONAPGO amortization expense in 2025 offset by amortization expense in 2024 for Oxtellar XR and Namzaric intangible assets, which were being fully amortized in 2024. ONAPGO was previously accounted for as an indefinite-lived intangible asset not subject to amortization.

#### Contingent Consideration Loss (Gain)

Contingent consideration was $0.0 million and a gain of $4.4 million for the three months ended June 30, 2025 and 2024, respectively. The change was primarily due to the achievement of the milestones associated with the USWM contingent consideration liabilities in 2025.

Contingent consideration was a loss of $7.7 million and a gain of $5.5 million for the six months ended June 30, 2025 and 2024, respectively. The change to loss for the six months ended June 30, 2025 was primarily driven by the accretion of the USWM contingent consideration liabilities to the full milestone payment amounts with the approval of ONAPGO by the FDA in February 2025.

#### Other Income (Expense)

Other income (expense) was an income of $4.5 million and $3.7 million for the three months ended June 30, 2025 and 2024, respectively. Other income (expense) was an income of $9.0 million and $7.1 million for the six months ended June 30, 2025 and 2024, respectively. The increase was due to higher interest income on marketable securities largely driven by an overall higher investment balance in 2025.

#### Income Tax Expense

Income tax benefit was $5.8 million ((35.0)% effective tax rate)) and income tax expense was $0.2 million (1.5% effective tax rate) for the three and six months ended June 30, 2025, as compared to an income tax expense of $6.4 million (24.3% effective tax rate) and $6.5 million (24.5% effective tax rate) for the three and six months ended June 30, 2024. The change in both periods was primarily due to decreased pre-tax book income for the three and six months ended June 30, 2025 as compared to the same period in 2024.

The Company's effective income tax rate for the three and six months ended June 30, 2025 was lower compared to the same period in 2024 primarily due to a benefit for a state tax refund received during the quarter. The Company's effective income tax rates for the three and six months ended June 30, 2025 vary from the statutory federal tax rate in the United States (U.S. federal tax rate) of 21% primarily due to state taxes, offset by tax benefits related to research and development tax credits and the benefit of a state tax refund received during the quarter. The Company's effective income tax rates for the three and six months ended June 30, 2024 vary from the statutory U.S. federal tax rate primarily due to state taxes, offset by tax benefits related to research and development tax credits.

The annual forecasted earnings represent the Company's best estimate as of June 30, 2025 and 2024, are subject to change and could have a material impact on the effective tax rate in subsequent periods. Accounting Standard Codification 740, *Income Taxes* (ASC 740), requires the Company to estimate the annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year.

### Financial Condition, Liquidity and Capital Resources

### Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents and current marketable securities are comprised of the following (dollars in thousands):

|  | June 30 2025 | December 31 2024 | Change Amount | Percent |
| --- | ---: | ---: | ---: | ---: |
| Cash and cash equivalents | $144,711 | $69,331 | $75,380 | 109% |
| Marketable securities | 377,885 | 384,281 | (6,396) | (2)% |
| Total | $522,596 | $453,612 | $68,984 | 15% |

The Company believes its balances of cash, cash equivalents, and unrestricted marketable securities, which totaled $522.6 million as of June 30, 2025, along with cash generated from ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements over the next 12 months and beyond.

We have financed our operations primarily with cash generated from product sales, supplemented by revenues from royalty and licensing arrangements, as well as proceeds from the sale of equity and debt securities. Continued cash generation is highly dependent on the success of our commercial products, as well as the success of our product candidates if approved by the FDA. While we expect continued profitability in future years, we anticipate there may be significant variability from year to year in the level of our profits particularly due to continued market and payor pressures for our commercial products; the unfavorable impact of the loss of patent exclusivity for Trokendi XR in January 2023 and Oxtellar XR in September 2024; the potential unfavorable impact of the forthcoming loss of exclusivity of XADAGO; funding for research and development of our product candidates; and the additional funding for the launch of ONAPGO, which was approved by the FDA in February 2025 and launched in April 2025. Further, with the acquisition of Sage Therapeutics, Inc. in the third quarter of 2025, we expect an overall decrease in marketable securities as a portion were sold in July 2025 to fund the acquisition of Sage.

We may, from time to time, consider raising additional capital through: new collaborative arrangements; strategic alliances; additional equity and/or financings from debt or other sources, especially in conjunction with opportunistic business development initiatives. We will continue to actively manage our capital structure and to consider all financing opportunities that could strengthen our long-term financial profile. Any such capital raises may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all.

### Cash Flows

Cash flows are comprised of the following (dollars in thousands):

| Net cash provided by (used in): | Six Months Ended June 30, 2025 | 2024 | Change Amount |
| --- | ---: | ---: | ---: |
| Operating activities | $89,134 | $74,025 | $15,109 |
| Investing activities | 6,710 | (100,218) | 106,928 |
| Financing activities | (20,464) | 3,228 | (23,692) |
| Net change in cash and cash equivalents | 75,380 | (22,965) | 98,345 |
| Cash and cash equivalents at beginning of year | 69,331 | 75,054 | (5,723) |
| Cash and cash equivalents at end of period | $144,711 | $52,089 | $92,622 |

#### Operating Activities

Net cash provided by operating activities was $89.1 million and $74.0 million for the six months ended June 30, 2025, and 2024, respectively. The increase in cash flows provided by operating activities is primarily due to changes in working capital which reflects the timing impacts of cash collections on receivables and settlement of payables, offset by lower net income adjusted for non-cash charges for the six months ended June 30, 2025 compared to the same period in prior year.

#### Investing Activities

Net cash provided by investing activities was $6.7 million for the six months ended June 30, 2025 compared to $100.2 million cash used in investing activities during the same period in 2024. The change was primarily due to lower cash outflows from purchases of marketable securities as well as higher cash inflows from the maturities of marketable securities.

#### Financing Activities

Net cash used in financing activities was $20.5 million for the six months ended June 30, 2025 compared to $3.2 million provided by during the same period in 2024. The change was primarily due to the payment of USWM contingent consideration milestones associated with the FDA approval and commercial launch of ONAPGO.

### Material Cash Requirements

Refer to "Part II, Item 7 — Management's Discussion and Analysis of Liquidity and Capital Resources" of our Annual Report on Form 10-K for the year ended December 31, 2024, and Note 15, *Commitments and Contingencies*, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for the discussion of our contractual obligations.

Further, with the acquisition of Sage Therapeutics, Inc. in the third quarter of 2025, we expect our investment balance to decrease as marketable securities were sold to fund the acquisition of Sage. Refer to Part II, Item 2 - *M****a****nagement's Discussion and Analysis of Financial Condition and Results of Operations* and Management's discussion on *Financial Condition, Liquidity and Capital Resources* of this Quarterly Report on Form 10-Q for the period ended June 30, 2025, and Note 1, *Business Organization*, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of the acquisition of Sage Therapeutics, Inc.

### Recently Issued Accounting Pronouncements

For a discussion of new accounting pronouncements, see Note 2 *Summary of Significant Accounting Policies,* in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q.

## Market risk

As filed, 4,143 characters.

The primary objective of our investment activities is to preserve our capital to fund operations and to facilitate business development activities. We also seek to maximize income from our investments without assuming significant interest rate risk, liquidity risk, or risk of default by investing in investment grade securities with maturities of four years or less. Our exposure to market risk is confined to investments in cash and cash equivalents and marketable securities. As of June 30, 2025, we had cash and cash equivalents and marketable securities of $522.6 million.

In the future, we may borrow funds under the Credit Line. Variable rate borrowing, which may occur under the Credit Line, exposes us to interest rate risk as increases in interest rates would increase our borrowing costs. Any borrowed funds pursuant to our Credit Line are subject to a collateral maintenance requirement. The Credit Line is secured primarily by our portfolio of marketable securities, which is primarily comprised of corporate and U.S. government agency and municipal debt securities and may fluctuate in value. The fluctuations may be driven by, among other things, changes in interest rates, economic conditions, and other financial conditions as well as idiosyncratic factors related to a security's issuer. To the extent a fluctuation in value results in the value of the collateral decreasing below the required collateral maintenance requirements we may be required to promptly post additional collateral. Additionally, our Credit Line is an uncommitted facility that may be terminated by the lender at any time. During periods of rapidly changing interest rates, economic conditions or other financial conditions, the Credit Line may be terminated by the lender and/or the lender may declare that all borrowings thereunder are immediately due.

Our cash and cash equivalents consist primarily of cash held at banks and investments in highly liquid financial instruments with an original maturity of three months or less. Our marketable securities, which are reported at fair value, consist of investments in U.S. Treasury bills and notes; bank certificates of deposit; various U.S. governmental agency debt securities; and corporate and municipal debt securities. We place all investments with governmental, industrial, or financial institutions whose debt is rated as investment grade. We generally hold these securities to maturities of one to four years. Because of the relatively short period that we hold our investments and because we generally hold these securities to maturity, we do not believe that an increase in interest rates would have any significant impact on the realizable value of our investments.

We do not have any currency or derivative financial instruments.

We may contract with clinical research organizations (CROs) and investigational sites globally. Currently, we have ongoing clinical trials being conducted outside of the U.S. We do not hedge our foreign currency exchange rate risk. Transactions denominated in currencies other than the U.S. dollar are recorded based on exchange rates at the time such transactions arise. As of June 30, 2025 and December 31, 2024, substantially all of our liabilities were denominated in the U.S. dollar.

Inflation generally affects us by increasing our cost of labor and the cost of services provided by our vendors. We do not believe that inflation and changing prices over the year ended December 31, 2024, and the six months ended June 30, 2025 had a significant impact on our consolidated results of operations. While we expect significant year-to-year variability in labor and vendor service costs due to uncontrollable inflation factors like natural disasters, geopolitical conflicts, tariffs, and government regulations, we strive to mitigate future price risks. We do this by forming strong partnerships with key suppliers and our CMOs, and by directly managing the procurement and supply levels of key raw materials for our commercial products. However, these efforts may not fully protect us from cost increases, which could adversely impact our profitability.

## Controls and procedures

As filed, 1,577 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures required by Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025, the end of the period covered by this report. Based on that evaluation, under the supervision and with the participation of our management, including our CEO and CFO, we concluded that our disclosure controls and procedures are effective as of June 30, 2025.

### Changes in Internal Control over Financial Reporting

Our management, including our CEO and CFO, evaluated changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025.

During the quarter ended June 30, 2025, no changes occurred in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 2,559 characters.

Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes; the additional information in the other reports we file with the Securities and Exchange Commission; and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the period ended June 30, 2025. These risks may result in material harm to our business and our financial condition and results of operations. If a material, adverse event was to occur, the market price of our common stock may decline, and you could lose part or all of your investment.

The risks described below reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024.

### Tariffs may increase our costs.

We rely on suppliers and other vendors located outside of the United States, including third-party clinical manufacturing organizations for the supply of active product ingredients for our products and product candidates, including raw materials and drug substances for our preclinical research and clinical trials. The United States and other countries have recently announced the imposition of tariffs on the import of a wide variety of products and services. Certain countries have also announced changes to previously announced tariffs. The United States has also announced the possibility of imposing additional tariffs, including specifically on pharmaceutical products. These tariffs may increase the costs we bear when importing products into the United States and may also increase our vendors' production costs, which may be passed on to us. We are assessing the potential impact of recently announced and potential tariffs on our financial results.

### Recent Executive Orders May Impact our Financial Results.

During 2025 several Executive Orders were issued by the President of the United States, which generally aim to lower the price paid for certain pharmaceutical products in the United States. Aspects of these orders direct the Secretary of Health and Human Services to develop implementation plans to issue related rules. We are monitoring these developments and assessing the potential impact of the executive orders which may impact our financial results if they result in reduction in the price paid for any of our commercial products.

Filed Aug 5, 2025.
Source: SEC EDGAR, the filing index for accession 0001356576-25-000055. Last ingested by Listed: Nov 4, 2026, 18:21 ET. No prices; not investment advice.