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Acquisition strengthens Supernus’ leading presence in neuropsychiatric conditions with an innovative commercial product, ZURZUVAE® (zuranolone), and a novel CNS discovery platform, accelerating mid- to long-term revenue and cash flow growth and further diversifying revenue base

ROCKVILLE, Md., July 31, 2025 (GLOBE NEWSWIRE) — Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) (“Supernus”) today announced that it has successfully completed its previously announced acquisition of Sage Therapeutics, Inc. (Nasdaq: SAGE) (“Sage”).

“Sage is an ideal fit in our corporate development strategy, adding a significant fourth growth product to our portfolio and further diversifying our sources of future revenue,” said Jack Khattar, President and CEO of Supernus Pharmaceuticals. “With our proven track record of strong commercial execution along with the expected cost synergies, the acquisition is expected to be accretive in 2026.”

Compelling Strategic Rationale

• Strengthens psychiatry portfolio with ZURZUVAE^® (zuranolone) capsules CIV, the first and only FDA-approved oral medicine indicated for the treatment of postpartum depression in adults.
• Diversifies and increases revenue base and cash flow:
  • Addition of collaboration revenue from net sales of ZURZUVAE (50% of total net revenue Biogen, Inc. records for ZURZUVAE in the U.S. pursuant to a collaboration agreement), and
  • Combined with its three other growth products (Qelbree^®, ONAPGO™, and GOCOVRI^®), Supernus believes it is poised for significant future growth.
• Augments Supernus central nervous system discovery platforms and expertise.
• Strong fit with existing Supernus infrastructure is expected to result in cost synergies of up to $200 million on an annual basis.
• The acquisition is expected to be accretive in 2026.

The Offer and the Merger

The Offer and withdrawal rights for all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Sage in exchange for (i) $8.50 per Share, net to the seller in cash, subject to any withholding of taxes and without interest (the “Closing Amount”), plus (ii) one non-transferable and non-tradable contingent value right per Share (a “CVR”), which represents the right to receive up to $3.50 per Share upon the satisfaction of specified milestones (as described further in the Offer to Purchase), net to the seller in cash, without interest and subject to any withholding of taxes, pursuant to the CVR Agreement (the Closing Amount plus one CVR collectively, the “Offer Price”), expired as scheduled at one minute following 11:59 p.m., New York time, on July 30, 2025 (the “Expiration Time”).

Each CVR paid to Sage stockholders represents a non-transferable and non-tradable contractual contingent right to receive a cash payment of up to $3.50, net to the seller in cash, subject to any withholding of taxes and without interest, upon the achievement of certain milestones in accordance with the terms of the Contingent Value Rights Agreement entered into between Supernus and Equiniti Trust Company, LLC as rights agent, (the “CVR Agreement”).

One milestone payment of $0.50 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) upon the first commercial sale after Regulatory Approval (as defined in the CVR Agreement) in Japan to a third-party customer of the pharmaceutical product that is marketed in the United States under the name ZURZUVAE and is the subject of the current regulatory filing (including any amended filings based thereon) by Shionogi & Co., Ltd., inclusive of its affiliates, in Japan for Major Depressive Disorder by June 30, 2026.

A second milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $250 million in the United States during a calendar year on or prior to December 31, 2027.

A third milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $300 million in the U.S. during a calendar year on or prior to December 31, 2028.

A fourth milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $375 million in the U.S. during a calendar year on or prior to December 31, 2030.

Each milestone may only be achieved once. The maximum amount payable with respect to the CVR issued in respect to each Share is $3.50 in the aggregate. There can be no assurance any payments will be made with respect to any CVR. It is possible that no milestone is achieved and no payment is made with respect to the CVRs.

Equiniti Trust Company, LLC, the depositary for the Offer, has advised Supernus that a total of 36,313,509 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 58 percent of the Shares outstanding.

All of the conditions of the Offer have been satisfied, and effective as of the Expiration Time, Supernus and its wholly owned subsidiary, Saphire, Inc. (“Purchaser”), accepted for payment all Shares that were validly tendered and not validly withdrawn in the Offer, and will as promptly as practicable thereafter pay for all such validly tendered Shares. Following the completion of the Offer, Supernus completed the acquisition of Sage through the merger of Purchaser with and into Sage, without a vote of Sage stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”), with Sage surviving the merger as a wholly owned subsidiary of Supernus. In connection with the merger, each Share not previously purchased in the Offer (other than (i) Shares held by Sage (or held in Sage’s treasury) immediately prior to the effective time of the merger, (ii) any Shares held by Supernus or Purchaser or any direct or indirect wholly owned subsidiary of Supernus or Purchaser immediately prior to the effective time of the merger, or (iii) Shares held by any stockholder who was entitled to appraisal rights under Section 262 of the DGCL and properly exercised and perfected their respective demands for appraisal of such Shares pursuant to Section 262 of the DGCL and, as of the effective time of the merger, has neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such Shares) was converted into the right to receive the Offer Price, less any applicable withholding taxes and without interest. The Shares will be delisted from the Nasdaq Global Market.

Advisors

Moelis & Company LLC acted as the exclusive financial advisor to Supernus. Goldman Sachs & Co. LLC acted as the exclusive financial advisor to Sage. Saul Ewing LLP served as legal counsel to Supernus. Kirkland & Ellis LLP served as legal counsel to Sage.

About Supernus Pharmaceuticals, Inc.

Supernus Pharmaceuticals (the Company) is 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, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel product candidates for CNS disorders.

For more information, please visit www.supernus.com.

Forward-Looking Statements

This press release includes forward-looking statements. These statements do not convey historical information but relate to predicted or potential future events that are based upon management’s current expectations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In addition to the factors mentioned in this press release, such risks and uncertainties include, but are not limited to, the Company’s ability to sustain and increase its profitability; the Company’s ability to raise sufficient capital to fully implement its corporate strategy; the implementation of the Company’s corporate strategy; the Company’s future financial performance and projected expenditures; the Company’s ability to increase the number of prescriptions written for each of its products, the products of its subsidiaries and products acquired through the acquisition of Sage; the Company’s ability to increase its net revenue from its products, the products of its subsidiaries and products acquired through the acquisition of Sage; the Company’s ability to commercialize its products, the products of its subsidiaries and products acquired through the acquisition of Sage; the Company’s ability to enter into future collaborations with pharmaceutical companies and academic institutions or to obtain funding from government agencies; the Company’s product research and development activities, including the timing and progress of the Company’s clinical trials, and projected expenditures; the Company’s ability to receive, and the timing of any receipt of, regulatory approvals to develop and commercialize the Company’s product candidates; the Company’s ability to protect its intellectual property and the intellectual property of its subsidiaries and operate its business without infringing upon the intellectual property rights of others; the Company’s expectations regarding federal, state and foreign regulatory requirements; the therapeutic benefits, effectiveness and safety of the Company’s product candidates; the accuracy of the Company’s estimates of the size and characteristics of the markets that may be addressed by its product candidates; the Company’s ability to increase its manufacturing capabilities for its products and product candidates; the Company’s projected markets and growth in markets; the Company’s product formulations and patient needs and potential funding sources; the Company’s staffing needs; and other risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

CONTACTS:

Jack A. Khattar, President and CEO
Timothy C. Dec, Senior Vice President and CFO
Supernus Pharmaceuticals, Inc.
(301) 838-2591

INVESTOR CONTACT:

Peter Vozzo
ICR Healthcare
(443) 213-0505
peter.vozzo@icrhealthcare.com

ROCKVILLE, Md.–(BUSINESS WIRE)–BioHub Maryland, powered by the Maryland Tech Council, is pleased to announce that over a dozen biopharmaceutical industry leaders have gifted critical and cutting-edge equipment to the BioHub Maryland Training and Education Center at Montgomery County. The contributions enhance BioHub Maryland’s immersive, lab-based workforce training at the 8,200 square-foot facility in Rockville that is designed to replicate real-world biopharma production environments.

Industry members that gifted to BioHub Maryland are:

• AstraZeneca
• Pharmadule Morimatsu
• BaneBio
• Amgen
• Maxcyte
• IDT Biologika
• Pureflow
• RAPA Therapeutics
• Thermo Fisher Scientific
• ECOLAB
• Emergent
• Advanced BioScience Laboratories
• Fisher Scientific

Fan’s JEFworks lab, which is entirely supported by the National Science Foundation and National Institutes of Health, creates computational tools as open-source software that uses artificial intelligence to analyze which genes are active in specific cells and pinpoint their exact location within tissue samples—essentially creating a detailed molecular AI portrait for every cell. This capability allows scientists to better understand diseases from acute kidney injury to brain cancers at an unprecedented molecular level.

The impact of this work extends beyond academia. Software pioneered at institutions like Johns Hopkins is frequently adopted by leading companies for their own research and development pipelines.

“Companies often take the free, open-source software developed in university labs and use it to build their own commercial products, creating tremendous economic value downstream,” said Fan, an associate professor of biomedical engineering at the university’s Whiting School of Engineering and School of Medicine. “Our objective is for the broader scientific community to freely apply our tools to their own biological research questions, helping form the infrastructure of modern biotechnology and pharmaceutical development.”

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By Sara Gilgore – Staff Reporter, Washington Business Journal – Jul 25, 2025 -Montgomery County is already contending with a record glut of lab space, and officials are bracing for even more blows to its vital biotech sector due to the massive restructuring of the federal government’s health department.

The county is home to two of the Department of Health and Human Services’ largest agencies, the National Institutes of Health and the Food and Drug Administration, which combined have laid off thousands of employees in recent months and are facing steep cuts under HHS Secretary Robert F. Kennedy Jr.

While it remains to be seen how severely the sweeping cuts across HHS could affect Greater Washington’s life sciences real estate market — largely concentrated within suburban Maryland’s I-270 corridor — local experts agree any reductions threaten the already fragile life sciences ecosystem in more ways than one.

Most visibly, the NIH and FDA occupy millions of square feet across the county and could vacate some of it, adding to the oversupply. But even before factoring in potential shrinkage to their footprints, experts say, reductions to grant funding and headcount at those and other agencies would leave their own scars on the commercial real estate picture.

Other unknowns — including how congressionally directed spending pans out for fiscal year 2026 — only add to the anxiety.

“In my opinion, the uncertainty is worse than knowing something bad is actually going to happen,” said JLL Executive Managing Director Pete Briskman, “because it’s going to stop the private sector, the public sector, from making decisions.”

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Richmond, VA, July 22, 2025 (GLOBE NEWSWIRE) — Phlow Corp., a leading American pharmaceutical contract development and manufacturing organization (CDMO), today announced the successful close of its Series C financing round at an increased valuation from previous funding. The $37 million raise supports the Company’s mission of helping brilliant minds bring medicines to life through advanced development and manufacturing in America. The growing Company’s Series C round was led by Align Private Capital LLC, a woman-owned investment firm which manages private family office direct investment vehicles, and was supported by additional new and follow-on investors.

The funds raised will accelerate Phlow’s expansion across its U.S.-based development, manufacturing, and digital infrastructure, with a focus on scaling technology-driven innovation, including AI-powered systems and next-generation pharmaceutical manufacturing technologies. This growth will strengthen domestic production of Key Starting Materials (KSMs) and Active Pharmaceutical Ingredients (APIs), helping restore America’s pharmaceutical sovereignty. To date, Phlow has raised over $93 million in private capital, alongside more than $600 million in awarded government contracts.

“Raising funds in today’s capital market environment remains very challenging. This investment demonstrates the confidence that both new and existing investors have in our vision” said Dave Ryan, Chief Financial Officer of Phlow, “Together, with our bold and purpose-driven partners, these funds will permit us to continue to revolutionize the science behind life-changing medicines and improve the health of our nation, a focus over the last five years that has led to significant growth for our business and value creation for our investors. We are excited to work with the Align team to continue executing our vision.”

7/17/2025 – Gwendolyn Wu – Even before HSBC’s report, there were signs of a biotech funding slowdown.

Research the investment bank Jefferies published in May and again in June found a substantial pullback in financing in public companies. Private rounds tracked by BioPharma Dive have gotten larger, but are fewer in number, too, as venture firms appear to be favoring surer bets. Initial public offerings have largely been on pause since the middle of February.

HSBC’s findings detail the fallout for drug startups more specifically. A combination of worries over pharmaceutical tariffs, research funding cuts and leadership changes at public health agencies drove a slump that led to startups’ worst quarter in terms of seed or Series A funding rounds since 2023, according to Jonathan Norris, a managing director at HSBC Innovation Banking.

The uncertainty has made investors more conservative, prompting them to shy away from smaller deals and band together for larger fundings, such as “megarounds” of $100 million or more. These investments allow companies to “get almost three traditional rounds” through one financing, Norris said.

Yet even megarounds dipped from 21 over the first three months to 16 between April and June. And along with that decline, the so-called crossover investors that often support the rounds preceding an IPO retreated from biotech venture deals. Only two of the top eight rounds included new crossover investors, a decline from each of the last two years.

“Many crossover investors are at their own proverbial crossroads, with too many private investments that have yet to IPO and many public companies struggling with low market caps,” Norris wrote in the report.

Their disappearance is, in part, due to the poor performance of companies that went public in 2024. The median stock price decline for last year’s class was 70% at the end of the first half, according to HSBC.

One bright spot is a steadier pace of M&A deals for private companies, which give venture capital firms another chance at investment returns. Last year, 17 drug startups were acquired — the highest total since 2020 — and buyouts are proceeding at a similar pace in 2025. Those deals prove “you can still get to an exit with early data in the right space,” Norris said.

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