Other Information.
−Removed: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non -Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Rule 10b5-1 Trading Arrangements
+Added: On February 23, 2024 , Jeffrey Dierks , Chief Commercial 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 up to 35,708 shares of the Company’s common stock related to the exercise of options beginning on July 1, 2024 and until December 31, 2024.
+Added: During the three months ended March 31, 2024, no director or officer of the Company terminated a “Rule 10b5-1 trading arrangement” or “ non -Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Epygenix Acquisition
+Added: On April 30, 2024, the Company announced that its subsidiary Zynerba Pharmaceuticals, Inc.
+Added: (“Zynerba”) acquired all of the issued and outstanding capital stock of Epygenix Therapeutics, Inc., a Wyoming corporation (“Epygenix”), pursuant to the terms of a stock purchase agreement.
+Added: In connection with the closing of the transaction, Zynerba paid the former stockholders of Epygenix up front consideration of $35 million (which amount is subject to adjustment following the closing).
+Added: In addition, Zynerba will also be obligated to pay up to $130 million upon the achievement of development and regulatory milestones and up to $515 million upon the achievement of certain sales-based milestones, in each case to Epygenix’s former stockholders.
+Added: Epygenix has an exclusive license relating to the use of clemizole for the treatment of Dravet Syndrome and Lennox-Gestaut Syndrome.
Incorporated by Reference
7 unchanged sentences
August 21, 2020
−Removed: Restricted Stock Unit Award Agreement dated October 4, 2023 with Sandip Kapadia
−Removed: October 5, 2023
−Removed: Restricted Stock Unit Award Agreement dated October 4, 2023 with Jeffrey Dierks
−Removed: October 5, 2023
−Removed: Credit Agreement, dated as of July 26, 2023, by an among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto .
−Removed: July 27, 2023
−Removed: Guaranty, dated July 26, 2023, by and among each of the subsidiaries of Harmony Biosciences Holdings, Inc.
−Removed: and JPMorgan Chase Bank, N.A., as administrative agent .
−Removed: July 27, 2023
−Removed: Pledge and Security Agreement, dated July 26, 2023, by and among Harmony Biosciences Holdings, Inc.
−Removed: and each of the subsidiaries of Harmony Biosciences Holdings, Inc., and JPMorgan Chase Bank, N.A., as administrative agent.
−Removed: July 27, 2023
−Removed: First Incremental Amendment dated September 21, 2023 by and among Harmony Biosciences Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as incremental lender .
−Removed: September 25, 2023
+Added: Amendment No.
+Added: 1 to License and Commercialization Agreement, dated July 31, 2022, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
+Added: Amendment No.
+Added: 2 to License and Commercialization Agreement, dated July 28, 2017, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
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.
18 unchanged sentences
President, Chief Executive Officer and Director (principal executive officer)
−Removed: October 31, 2023
+Added: April 30, 2024
/s/ Sandip Kapadia
1 unchanged sentence
Chief Financial Officer and Chief Administrative Officer (principal financial officer)
−Removed: October 31, 2023
+Added: April 30, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.