Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
On August 13, 2025 , Sandip Kapadia , Chief Financial Officer and Chief Administrative Officer of the Company, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of (i) up to 50,000 shares of the Company’s common stock related to the exercise of options, (ii) up to 20,961 shares of the Company’s common stock related to the September 30, 2025 vesting of restricted stock units previously granted, and (iii) an indeterminable number of shares of the Company’s common stock that will depend on the number of shares sold to cover tax withholding obligations in connection with the vesting of 8,538 restricted stock units previously granted, beginning on January 15, 2026 and continuing until June 30, 2026 .
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Table of Contents
Item 6. Exhibits.
Exhibit
Incorporated by Reference
No.
Exhibit Description
Form
Date
Number
2.1+
Agreement and Plan of Merger, dated August 14, 2023, by and among Harmony Biosciences Holdings, Inc., Xylophone Acquisition Corp. and Zynerba Pharmaceuticals, Inc.
8-K/A
September 14, 2023
2.1
3.1
Amended and Restated Certificate of Incorporation of Harmony Biosciences Holdings, Inc.
8-K
August 21, 2020
3.1
3.2
Amended and Restated Bylaws.
8-K
August 21, 2020
3.2
31.1*
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
The following financial statements from the Company ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, formatted in Inline XBRL: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders ’ Equity and (vi) Notes to Financial Statements, tagged as blocks of text and including detailed tags.
104*
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith. This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Harmony Biosciences Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
+
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.
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Table of Contents
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, thereunto duly authorized.
HARMONY BIOSCIENCES HOLDINGS, INC.
By:
/s/ Jeffrey M. Dayno
Name:
Jeffrey M. Dayno
Title:
President, Chief Executive Officer and Director (principal executive officer)
Date:
November 4, 2025
By:
/s/ Sandip Kapadia
Name:
Sandip Kapadia
Title:
Chief Financial Officer and Chief Administrative Officer (principal financial officer)
Date:
November 4, 2025
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.