Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
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.
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.
Epygenix Acquisition
On April 30, 2024, the Company announced that its subsidiary Zynerba Pharmaceuticals, Inc. (“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. 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). 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. Epygenix has an exclusive license relating to the use of clemizole for the treatment of Dravet Syndrome and Lennox-Gestaut Syndrome.
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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
10.1*
Amendment No. 1 to License and Commercialization Agreement, dated July 31, 2022, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
10.2*
Amendment No. 2 to License and Commercialization Agreement, dated July 28, 2017, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
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, 2023 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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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:
April 30, 2024
By:
/s/ Sandip Kapadia
Name:
Sandip Kapadia
Title:
Chief Financial Officer and Chief Administrative Officer (principal financial officer)
Date:
April 30, 2024
40
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.