Indivior Pharmaceuticals 提交 8-K，补充与 Supernus 合并的代理声明披露

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

804-379-1090

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

As previously reported, on August 1, 2026, Indivior Pharmaceuticals, Inc., a Delaware corporation (the “Indivior”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”) and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”), with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior following the transaction. As a result of the Merger, Indivior will be renamed Supernus, Inc. (the “Combined Company”).

In connection with the Merger, Indivior filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 28, 2026, and subsequently amended prior to effectiveness, a Registration Statement on Form S-4 (File No. 333-298637) to register the shares of Indivior’s common stock to be issued in connection with the Merger (as amended, the “Registration Statement”). The Registration Statement includes a joint proxy statement of Indivior and Supernus (the “definitive joint proxy statement/prospectus”). The Registration Statement was declared effective by the SEC on September 11, 2026, and the definitive joint proxy statement/prospectus was first mailed to the stockholders of each of Indivior and Supernus. Indivior is filing this Current Report on Form 8-K (this “Supplement”) to update and supplement the definitive joint proxy statement/prospectus.

Each of Indivior and Supernus will hold a special meeting of its stockholders on October 15, 2026 in connection with the Merger, as further described in the definitive joint proxy statement/prospectus.

Capitalized terms used but not otherwise defined in this Supplement have the meanings given to them in the definitive joint proxy statement/prospectus. This Supplement should be read in conjunction with the definitive joint proxy statement/prospectus, which should itself be read in its entirety. Except as specifically supplemented by the information contained in this Supplement, all information set forth in the definitive joint proxy statement/prospectus remains unchanged. To the extent that information in this Supplement differs from or updates information contained in the definitive joint proxy statement/prospectus, the information in this Supplement is more current and supersedes the different or inconsistent information contained in the definitive joint proxy statement/prospectus.

Background of the Supplemental Disclosures

Following the filing of the definitive joint proxy statement/prospectus, Supernus received demand letters from purported Supernus stockholders (collectively, the “Demand Letters”) and two complaints were filed by purported stockholders of Supernus in the Supreme Court of the State of New York, County of New York (collectively, the “Complaints”). The Demand Letters and Complaints generally allege, among other things, that the definitive joint proxy statement/prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Merger.

Supernus believes that the claims asserted in the Demand Letters and Complaints are without merit and that no supplemental disclosure to the definitive joint proxy statement/prospectus is or was required under any applicable law, rule or regulation. Supernus denies that it has violated any law or breached any duty to its stockholders, and denies all of the allegations in the Demand Letters and Complaints. However, solely to eliminate the burden, expense and uncertainty of litigation, to moot disclosure claims asserted in the Demand Letters and Complaints, and to avoid the risk that the Demand Letters or Complaints may delay or otherwise adversely affect the Merger, and without admitting any liability or wrongdoing, Supernus and Indivior have determined to voluntarily supplement the definitive joint proxy statement/prospectus with the disclosures set forth below (the “Supplemental Disclosures”). Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality under any applicable law of any of the Supplemental Disclosures. To the contrary, Supernus and Indivior specifically deny that any additional disclosure is or was required.

SUPPLEMENTAL DISCLOSURES TO JOINT PROXY STATEMENT/PROSPECTUS

The following Supplemental Disclosures should be read together with the joint proxy statement/prospectus, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the joint proxy statement/prospectus, the information herein supersedes or supplements that information. All page references are to pages in the joint proxy statement/prospectus, and capitalized terms used but not defined herein have the meanings given to them in the joint proxy statement/prospectus. New text is indicated in bold, underlined text and, where applicable, deleted text is indicated in strikethrough text.

Cantor then adjusted for Supernus’s estimated cash and debt of approximately $372 million and debt of $0, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, and divided by the number a range of fully diluted shares of Supernus Shares of approximately 60.3 million to 61.4 million based on 2027E Revenue and approximately 60.3 million to 61.5 million based on 2028E Revenue, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method) as of July 28, 2026.

The disclosure under the heading “The Merger—Opinion of Supernus's Financial Advisor—Opinion of Cantor Fitzgerald—Selected Companies Analysis—Indivior,” beginning on page 89 of the joint proxy statement/prospectus, is amended and supplemented by amending and restating the second sentence of the fourth paragraph thereof as follows.

Cantor then adjusted for Indivior’s estimated cash and debt of approximately $249 million and debt of approximately $500 million, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, further reduced the resulting implied equity value by the $1 billion aggregate amount of the Special Dividend and divided by the number a range of fully diluted Indivior Shares of approximately 139.2 million to 139.3 million based on 2027E Revenue and approximately 124.0 million to approximately 139.3 million based on 2028E Revenue, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method) as of July 28, 2026.

In performing this analysis, Cantor calculated a range of equity values for Supernus Shares by (a) discounting to June 30, 2026, using discount rates ranging from 9.5% to 11.5% (reflecting Supernus’s estimated weighted average cost of capital, derived using the Capital Asset Pricing Model and a size premium) and the mid-year convention, (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of Supernus over the forecast period and (ii) an implied terminal value of Supernus, calculated assuming that Supernus’s after-tax unlevered free cash flow would grow or decline in perpetuity after December 31, 2040 at rates ranging from negative 10.0% to positive 3.0%, reflecting Supernus’s management guidance regarding product and indication loss of exclusivities, continued pipeline growth outlook, and the impact from potential competition in the indications, and (b) adjusting for Supernus’s estimated cash and debt of approximately $372 million and debt of $0, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, and the estimated present value of certain remaining net operating losses and other tax attributes after 2040.

Cantor then divided the resulting equity values by the applicable number range of fully diluted shares of Supernus Shares of approximately 61.0 million to 61.7 million, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method) as of July 28, 2026. This analysis indicated an approximate implied per share equity value reference range for Supernus Shares of $50.55 to $59.50.

In performing this analysis, Cantor calculated a range of equity values for Indivior Shares by (a) discounting to June 30, 2026, using discount rates ranging from 8.0% to 10.0% (reflecting Indivior’s estimated weighted average cost of capital, derived using the Capital Asset Pricing Model and a size premium) and the mid-year convention, (i) the forecasted after-tax unlevered free cash flows of Indivior over the forecast period and (ii) an implied terminal value of Indivior, calculated assuming that Indivior’s after-tax unlevered free cash flow would grow or decline in perpetuity after December 31, 2040 at rates ranging from negative 10.0% to positive 3.0%, reflecting Supernus’s management guidance regarding product and indication loss of exclusivity, continued commercial growth outlook, and the impact from potential competition in the indication, and (b) adjusting for Indivior’s estimated cash and debt of approximately $249 million and debt of approximately $500 million, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, and the $1 billion Special Dividend.

Cantor then divided the resulting equity values by the applicable number range of fully diluted Indivior Shares of approximately 124.0 million to 139.3 million, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, determined using the treasury stock method as of July 28, 2026. This analysis indicated an approximate dividend-adjusted implied per share equity value reference range for Indivior Shares of $24.20 to $43.90.

Cantor then adjusted for each company’s estimated cash and debt of approximately $372 million for Supernus and of approximately $249 million for Indivior and debt of $0 million for Supernus and of approximately $500 million for Indivior, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, to calculate the implied equity value for each company, and further divided by the number of fully diluted shares of Supernus Shares of approximately 60.8 million and of Indivior Shares of approximately 124.0 million, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method), in each case as of July 28, 2026, to calculate the implied equity value per share for each company.

Cantor then adjusted for Supernus’s estimated cash and debt of approximately $372 million and debt of $0, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, and divided by the applicable number range of fully diluted Supernus Shares of approximately 61.1 million to 62.1 million, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method) as of July 28, 2026.

Cantor then adjusted for Indivior’s estimated cash and debt of approximately $249 million and debt of approximately $500 million, in each case, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management, further reduced the resulting implied equity value by the $1 billion Special Dividend and divided by the applicable numberrange of fully diluted Indivior Shares of approximately 124.0 million to 139.3 million, as provided by Supernus’s management and approved for Cantor’s use by Supernus’s management (determined using the treasury stock method) as of July 28, 2026.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Indivior filed with the SEC on September 11, 2026, a document that serves as a prospectus of Indivior and a definitive joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). On September 11, 2026, Supernus filed with the SEC the definitive joint proxy statement/prospectus relating to the Merger and the Supernus Special Meeting. Each party has filed other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive joint proxy statement/prospectus has been sent to Indivior’s stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Indivior with the SEC are available free of charge on Indivior’s website at www.indivior.com or by contacting Indivior’s Investor Relations at [email protected]. Copies of the documents filed by Supernus with the SEC are available free of charge on Supernus’ website at www.supernus.com.

No Offer or Solicitation

This supplement and the information contained herein is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This supplement does not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Indivior and Supernus and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of Supernus is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Investors may obtain free copies of these documents from Indivior and Supernus as indicated above.

Forward-Looking Statements

This supplement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Supernus’s and Indivior’s respective management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the proposed merger may not be completed in a timely manner or at all; the failure to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the other conditions to closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency or completion of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred to fund the Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of the transaction; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the risk that the merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee; the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and tariffs; and the other risks identified in Supernus’ and Indivior’s filings with the SEC and in the joint proxy statement/prospectus. There can be no assurance that the proposed merger will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this supplement and neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.