1 unchanged sentence
Rule 10b5-1 Trading Arrangements
−Removed: 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.
−Removed: 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.
−Removed: Epygenix Acquisition
−Removed: On April 30, 2024, the Company announced that its subsidiary Zynerba Pharmaceuticals, Inc.
−Removed: (“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.
−Removed: 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).
−Removed: 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.
−Removed: Epygenix has an exclusive license relating to the use of clemizole for the treatment of Dravet Syndrome and Lennox-Gestaut Syndrome.
+Added: During the three months ended June 30, 2024, 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.
Incorporated by Reference
9 unchanged sentences
1 to License and Commercialization Agreement, dated July 31, 2022, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
+Added: April 30, 2024
Amendment No.
2 to License and Commercialization Agreement, dated July 28, 2017, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
+Added: April 30, 2024
+Added: Employment Letter between Harmony Biosciences, LLC, and Kumar Budur, as amended.
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.
14 unchanged sentences
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.
+Added: Indicates management contract or compensatory plan or arrangement.
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.
2 unchanged sentences
President, Chief Executive Officer and Director (principal executive officer)
−Removed: April 30, 2024
+Added: August 6, 2024
/s/ Sandip Kapadia
1 unchanged sentence
Chief Financial Officer and Chief Administrative Officer (principal financial officer)
−Removed: April 30, 2024
+Added: August 6, 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.