← Back to SUPN filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Supernus Pharmaceuticals, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and the financial condition of Supernus Pharmaceuticals, Inc. The interim condensed consolidated financial statements included in this report and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2025 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2026.
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward-looking statements may include declarations regarding the Company's belief or current expectations of management, such as statements including the words "budgeted," "anticipate," "project," "forecast," "estimate," "expect," "may," "believe," "potential," and similar statements or expressions, which are intended to be among the statements that are forward-looking statements, as such statements reflect the reality of risk and uncertainty that is inherent in our business. Actual results may differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date this report was filed with the Securities and Exchange Commission. Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements because of many factors, including those set forth under the "Risk Factors" section of our Annual Report on Form 10-K and elsewhere in this report as well as in other reports and documents we file with the Securities and Exchange Commission from time to time. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Unless the content requires otherwise, the words "Supernus," "we," "our" and "the Company" refer to Supernus Pharmaceuticals, Inc. and/or one or more of its subsidiaries, as the case may be. These terms are used solely for the convenience of the reader. Supernus Pharmaceuticals, Inc. and each of its subsidiaries are distinct legal entities. For example, MDD US Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., is the exclusive licensee and distributor of APOKYN and ONAPGO in the United States and its territories. Adamas Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., wholly owns the patents and patent applications related to GOCOVRI and Osmolex ER and has a license agreement with Supernus Pharmaceuticals, Inc., granting Supernus Pharmaceuticals, Inc. rights to market and sell GOCOVRI and Osmolex ER. Sage Therapeutics, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., has granted Supernus Pharmaceuticals, Inc. a license to market and sell zuranolone in the United States.
Solely for convenience, in this Quarterly Report on Form 10-Q, the trade names are referred to without the TM symbols and the trademark registrations are referred to without the circled R, but such references should not be construed as any indicator that the Company will not assert, to the fullest extent under applicable law, our rights thereto.
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Overview
We are a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel product candidates for CNS disorders.
Merger of Equals with Indivior Pharmaceuticals
On August 1, 2026, the Company entered into an Agreement and Plan Of Merger (the "Merger Agreement"), by and among the Company, Indivior Pharmaceuticals, Inc., a Delaware corporation (Indivior), and Artemis Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (Merger Sub).
Pursuant to the Indivior Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Indivior. Following the completion of the Merger, the combined company will be renamed "Supernus, Inc." and its shares of common stock are expected to continue trading on the Nasdaq Stock Market under the ticker symbol "SUPN". The Merger and the other transactions contemplated by the Indivior Merger Agreement are referred to collectively as the "Transactions". The consummation of the Transactions is subject to various regulatory approvals and customary terms and conditions set forth in the Indivior Merger Agreement.
At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (each, a "Company Share") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.5401 shares of common stock, par value $0.001 per share, of Indivior (each, an Indivior Share and, such ratio, the Exchange Ratio, and the Indivior Shares issuable in the Merger, the Merger Consideration). Immediately prior to the Effective Time, stockholders of Indivior will receive a one-time special cash dividend of $1.0 billion. Indivior has secured a debt commitment of $650 million through a term loan facility, and the remaining portion will be funded by existing cash of the then-combined company. The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either the Company Shares or the Indivior Shares.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the "Combined Company Board") will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iv) Timonthy C. Dec will serve as Chief Financial Officer.
Commercial Products
•Qelbree® (viloxazine) extended-release capsules is a novel non-stimulant product indicated for the treatment of ADHD in adults and pediatric patients 6 years and older. The United States Food and Drug Administration (FDA) approved Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age in April 2021, and in adult patients in April 2022. The Company launched Qelbree for pediatric patients in May 2021 and for adult patients in May 2022 in the United States (U.S.). In January 2025, the FDA approved an expanded label update for Qelbree to include new data on the pharmacodynamics and use in breastfeeding mothers.
•GOCOVRI® (amantadine) extended-release capsules is the first and only FDA approved medicine indicated for the treatment of dyskinesia in patients with PD receiving levodopa-based therapy, with or without concomitant dopaminergic medications, and as an adjunctive treatment to levodopa/carbidopa with PD experiencing "OFF" episodes.
•ONAPGOTM (apomorphine hydrochloride) injection is the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD. ONAPGO was approved by the FDA in February 2025. ONAPGO was launched in April 2025.
•ZURZUVAE® (zuranolone) capsules is the first and only FDA approved oral medicine indicated for the treatment of PPD in adults. ZURZUVAE is a neuroactive steroid that is a positive allosteric modulator of GABAA receptors, targeting both synaptic and extrasynaptic GABAA receptors, and is the first oral, once-daily, 14-day treatment specifically indicated for adults with PPD. ZURZUVAE became commercially available in the U.S. in December 2023 as a treatment option for women with PPD. The Company and our collaboration partner, Biogen, are jointly commercializing
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ZURZUVAE in the U.S. under the Biogen Collaboration Agreement. The Company and Biogen equally share in all operating profits and losses arising from sales of ZURZUVAE in the U.S., with Biogen recording such product sales.
•APOKYN® (apomorphine hydrochloride injection) is a product indicated for the acute, intermittent treatment of hypomobility, "OFF" episodes ("end-of-dose wearing off" and unpredictable "ON/OFF" episodes) in patients with advanced PD.
•Trokendi XR® (topiramate) is the first once-daily extended-release topiramate product indicated for the treatment of epilepsy in patients 6 years of age and older in the U.S. market. It is also indicated for the prophylaxis of migraine headache in adults and adolescents 12 years and older.
•Oxtellar XR® (oxcarbazepine) is indicated as therapy for the treatment of partial onset seizures in patients 6 years of age and older. It is also the first once-daily extended-release oxcarbazepine product indicated for the treatment of epilepsy in the U.S. market.
•XADAGO® (safinamide) is a once-daily product indicated as adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "OFF" episodes.
•MYOBLOC® (rimabotulinumtoxinB injection) is a product indicated for the treatment of cervical dystonia and chronic sialorrhea in adults. It is the only botulinum toxin type B available on the market.
Research and Development
We are committed to the development of innovative product candidates in neurology and psychiatry, including the following:
SPN-817 (huperzine A)
SPN-817 represents a novel mechanism of action (MOA) for an anticonvulsant. SPN-817 is a novel synthetic form of huperzine A, whose MOA includes potent acetylcholinesterase inhibition, with pharmacological activities in CNS conditions such as epilepsy. The development will initially focus on the drug's anticonvulsant activity, which has been shown in preclinical models to be effective for the treatment of partial seizures and Dravet Syndrome. SPN-817 is in clinical development.
SPN-820 (NV-5138)
SPN-820 is a novel, first in class, intracellular enhancer of mechanistic target of rapamycin complex 1 (mTORC1) signaling. Depression is associated with synapse loss and reduced synaptic plasticity in key brain regions including the prefrontal cortex and increasing mTORC1-mediated synaptic plasticity is a promising avenue to treat depression and associated symptoms. SPN-820 selectively binds to intracellular sestrin proteins and subsequently engages a cascade of multi-protein complexes, enhancing mTORC1 signaling. The intracellular mechanism and the lack of binding to cell surface receptors suggests the potential for a differentiated safety profile and is unlikely to have abuse potential.
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In February 2025, the Company reported topline results from a randomized double-blind placebo-controlled Phase 2b study of SPN-820 in adults with treatment-resistant depression (TRD) following four weeks of chronic daily dosing. The study did not demonstrate a statistically significant improvement on the primary and secondary endpoints. The safety profile of SPN-820 was consistent with previous clinical trials, showing few adverse events.
The Company is conducting a follow-on Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with MDD. The study will examine the safety and tolerability of SPN-820 2400mg given intermittently (twice weekly) as an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms.
SPN-443 – Novel stimulant for the treatment of ADHD
The Company completed a Phase 1 single dose study in healthy adults in 2024 following submission of an Investigational New Drug Application. The study was a first in human, pilot pharmacokinetic study of two oral formulations of SPN-443 in healthy adults. The primary objective of the study was to assess safety and tolerability. This molecule, along with its major metabolites, is an inhibitor of norepinephrine, dopamine and serotonin, also known as a triple reuptake inhibitor. Both formulations of SPN-443 showed adequate bioavailability and were well tolerated. The Company plans to initiate Single
Ascending Dose (SAD) and Multiple Ascending Dose (MAD) studies in the second half of 2026.
Zuranolone
The Company has granted Biogen sole rights to develop and commercialize zuranolone outside the U.S., other than in Japan, Taiwan and South Korea where it has granted those rights to Shionogi & Co., Ltd. (Shionogi). Shionogi received approval for a product containing zuranolone for the treatment of MDD by the Pharmaceuticals and Medical Devices Agency in Japan in the fourth quarter of 2025, and announced commercial launch in the first quarter of 2026. No product containing zuranolone is approved for the treatment of MDD in the United States and neither the Company or Biogen are currently pursuing such approval for MDD. In the third quarter of 2025, Biogen received approval for zuranolone for the treatment of PPD by the European Medicines Agency (EMA) and Medicines Healthcare Regulatory Agency (MHRA) in Europe and the United Kingdom (U.K.) respectively. In the fourth quarter of 2025, a product containing zuranolone received Health Canada Authorization in Canada for treatment indicated for adults with PPD.
•ONAPGO net product sales were $13.5 million in the second quarter of 2026. Since the launch in April 2025, and through the end of July 2026, approximately 2,600 enrollment forms have been submitted by approximately 720 prescribers. The Company remains on-track to submit a regulatory filing to the FDA for a second supplier for ONAPGO in the third quarter of 2026, with potential FDA approval by mid-year 2027.
•Collaboration revenue from ZURZUVAE was $35.4 million in the second quarter of 2026. Collaboration revenue represents 50% of the net revenues for ZURZUVAE recorded by Biogen Inc. Second quarter 2026 U.S sales of ZURZUVAE, as reported by Biogen Inc., increased approximately 53% compared to the same period in 2025. The total number of prescriptions for ZURZUVAE increased by 62% in the second quarter of 2026 compared to the same period last year.
•Net sales of Qelbree increased 15% to $89.2 million in the second quarter of 2026, compared to the same period in 2025. Total IQVIA prescriptions for Qelbree were 264,545 for the second quarter 2026, representing an increase of 17% compared to the same period last year. Prescription growth in the adult and pediatric populations was 25% and 14%, respectively.
•Net sales of GOCOVRI increased 2% to $37.6 million in the second quarter of 2026, compared to the same period in 2025. Total number of prescriptions grew by 9% in the second quarter of 2026 compared to the same period last year.
SPN-817 – Novel first-in-class highly selective AChE inhibitor for epilepsy
•The Phase 2b randomized, double-blind, placebo-controlled study of 3mg and 4mg twice daily doses is ongoing with a targeted enrollment of approximately 258 adult patients with treatment resistant focal seizures.
SPN-820 – Novel first-in-class molecule that increases mTORC1 mediated synaptic function for depression
•The Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with MDD is ongoing. The study will examine the safety and tolerability of SPN-820 2400mg given intermittently (twice weekly) as
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an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms.
SPN-443 – Novel stimulant for ADHD
•The Company expects to initiate a Phase 1 single-ascending/multiple-ascending dose study in adult healthy volunteers in the second half of 2026.
Critical Accounting Policies and the Use of Estimates
A summary of our significant accounting policies is included in Note 2, Summary of Significant Accounting Policies of our audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant changes to the disclosures with respect to our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Results of Operations
Comparison of the Three and Six Months ended Months Ended June 30, 2026 and 2025
Revenues
Revenues consist primarily of net product sales of our commercial products in the U.S., supplemented by our collaboration revenue from the Biogen Collaboration Agreement and royalty and licensing revenues from our collaborative licensing arrangements. The following table provides information regarding our revenues during the three and six months ended June 30, 2026 (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount Percent 2026 2025 Amount Percent
Net product sales
Qelbree $ 89,239 $ 77,547 $ 11,692 15% $ 167,082 $ 142,292 $ 24,790 17%
GOCOVRI 37,530 36,660 870 2% 72,770 67,349 5,421 8%
ONAPGO 13,546 1,604 11,942 745% 21,921 1,604 20,317 1267%
Trokendi XR 8,411 11,193 (2,782) (25)% 17,890 23,994 (6,104) (25)%
Oxtellar XR 8,782 11,637 (2,855) (25)% 16,204 21,835 (5,631) (26)%
APOKYN 6,323 12,820 (6,497) (51)% 14,051 27,796 (13,745) (49)%
Other(a) 1,882 6,534 (4,652) (71)% 6,548 15,113 (8,565) (57)%
Total net product sales 165,713 157,995 7,718 5% 316,466 299,983 16,483 5%
Collaboration revenue (ZURZUVAE)(b) 35,350 — 35,350 100% 62,993 — 62,993 100%
Royalty, licensing and other revenues 17,995 7,458 10,537 141% 47,304 15,294 32,010 209%
Total revenues $ 219,058 $ 165,453 $ 53,605 32% $ 426,763 $ 315,277 $ 111,486 35%
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(a) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.
(b) Includes the Company's proportionate share of sales of ZURZUVAE.
Net Product Sales
Net product sales were $165.7 million and $158.0 million for the three months ended June 30, 2026 and 2025, respectively. Net product sales were $316.5 million and $300.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to increases in net product sales from ONAPGO, which was launched in the second quarter of 2025, and Qelbree due to higher volume and higher price, partially offset by decline in net product sales of APOKYN due to lower volume, and decline in net product sales of Oxtellar XR and Trokendi XR due to generic erosion.
Adjustments related to prior year sales for the six months ended June 30, 2026 were approximately 1% of net product sales. Adjustments related to prior year sales for the six months ended June 30, 2025 were approximately 4% of net product sales. In 2025, the Company had favorable actual returns experience and as a result, the Company changed its estimated provision for product returns based on the most recent experience. Adjustments related to prior year sales for the six months ended June 30, 2025 were primarily attributable to Qelbree. Refer to discussion Sales Deductions and Related Accruals below.
We do not currently own or operate manufacturing facilities for the commercial production of any of our commercial products. We currently depend on third-party clinical manufacturing organizations (CMOs), who offer a comprehensive range of contract manufacturing and packaging services, in various countries for the supply of active product ingredients (API), finished goods for our commercial products. For most of our commercial products, we rely on single source suppliers to produce and package final dosage forms for our products and raw materials, including API.
On November 4, 2025, we announced that due to stronger than expected demand for ONAPGO, supplier constraints were impacting our ability to fully meet this demand. ONAPGO is manufactured in Europe, supplied to us by our ONAPGO licensing partner, and packaged in the U.S. by a third-party contract manufacturing organization. We currently rely on single source suppliers to produce and package final dosage forms for ONAPGO. In February 2026, we announced that we have made progress in securing additional product supply of ONAPGO from the current supplier and as a result, has resumed new patient initiation. In addition, we are working with a second supplier that is expected to begin supplying ONAPGO in 2027, provided regulatory approval is obtained. Any changes in any of the suppliers would require regulatory approval which could cause a further delay in manufacturing and a possible loss of sales, which could affect future operating results adversely.
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Sales Deductions and Related Accruals
We record accrued product returns and accrued product rebates as current liabilities in Accrued product returns and rebates, on our condensed consolidated balance sheets. We record sales discounts as a reduction against Accounts receivable, net on the condensed consolidated balance sheets. Both amounts are generally affected by changes in gross product sales, changes in the provision for net product sales deductions, and the timing of payments/credits.
The following table provides a summary of activity with respect to accrued product returns and rebates and sales discounts during the periods indicated (dollars in thousands):
Accrued Product Returns and Rebates
Product Returns Product Rebates Sales Discounts Total
Balance at December 31, 2025 $ 37,800 $ 123,297 $ 13,477 $ 174,574
Provision related to:
Current year sales 3,460 245,748 41,159 290,367
Prior year sales (557) 3,710 (22) 3,131
Total provision 2,903 249,458 41,137 293,498
Less: Actual payments/credits (3,968) (210,646) (36,967) (251,581)
Balance at June 30, 2026 $ 36,735 $ 162,109 $ 17,647 $ 216,491
Accrued Product Returns and Rebates
Product Returns Product Rebates Sales Discounts Total
Balance at December 31, 2024 $ 53,375 $ 115,330 $ 12,347 $ 181,052
Provision related to:
Current year sales 7,269 207,558 34,034 248,861
Prior year sales (12,461) (69) 40 (12,490)
Total provision (5,192) 207,489 34,074 236,371
Less: Actual payments/credits (2,159) (187,927) (33,656) (223,742)
Balance at June 30, 2025 $ 46,024 $ 134,892 $ 12,765 $ 193,681
Accrued Product Returns and Rebates
The accrued product returns balance decreased to $36.7 million as of June 30, 2026 from $46.0 million as of June 30, 2025. This decrease was primarily due to favorable returns processed in 2025. During 2025, the Company had favorable actual returns experience. As a result, the Company changed its estimated provision for product returns based on the most recent experience. The provision for product returns related to prior year sales, which was $0.6 million and $12.5 million as of June 30, 2026 and 2025, respectively, was primarily attributable to Qelbree, reflecting continued favorable actual returns experienced in 2025.
The accrued product rebates balance increased to $162.1 million as of June 30, 2026 from $134.9 million as of June 30, 2025 primarily due to timing of payments associated with government programs.
Provision for Product Returns and Rebates
The provision for product returns increased to $2.9 million for the six months ended June 30, 2026 from ($5.2) million for the six months ended June 30, 2025. The increase was primarily due to aforementioned change in estimated provision for product returns in 2025 based on the most recent experience, which was primarily attributable to Qelbree.
The provision for product rebates increased to $249.5 million for the six months ended June 30, 2026 from $207.5 million for the six months ended June 30, 2025. The increase was primarily attributable to higher Qelbree, GOCOVRI, and ONAPGO sales.
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Collaboration Revenue (ZURZUVAE)
Collaboration revenue (ZURZUVAE) was $35.4 million and $63.0 million for the three and six months ended June 30, 2026. The Collaboration revenue (ZURZUVAE) revenue stream is due to the Sage Acquisition in July 2025.
Royalty, Licensing and Other Revenues
Royalty, licensing and other revenues were $18.0 million and $7.5 million for the three months ended June 30, 2026 and 2025, respectively. Royalty, licensing and other revenues were $47.3 million and $15.3 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to increased purchases of inventory under the Company's collaboration agreement with Shionogi, and the recognition of $20.0 million of licensing revenues related to the achievement of a commercial milestone under the Company's collaboration agreement with Shionogi in the six month period ended June 30, 2026.
Cost of Revenues
Cost of revenues were $33.7 million and $16.8 million for the three months ended June 30, 2026 and 2025, respectively. Cost of revenues were $57.1 million and $32.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher costs of Qelbree due to increased sales, ONAPGO, which was launched in the second quarter of 2025 and increased sales in the first half of 2026, and higher bulk and commercial inventory sales related to ZURZUVAE. These increases were partially offset by lower APOKYN royalties due to lower sales and lower Trokendi XR and Oxtellar XR costs, primarily due to generic erosion.
Research and Development Expenses
Research and Development (R&D) expenses were $29.5 million and $22.1 million for the three months ended June 30, 2026 and 2025, respectively. R&D expenses were $68.9 million and $49.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase in the three month period ended June 30, 2026 is primarily due to the increase in clinical program costs on SPN-817 and early-stage programs. The increase in the six month period ended June 30, 2026 was primarily due to an increase in clinical program costs on SPN-817, which includes the $10.0 million expense to former Biscayne security holders, as well as increased spending on other early-stage programs.
Selling, General and Administrative Expenses
The following table provides information regarding our selling, general and administrative (SG&A) expenses during the periods indicated (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount Percent 2026 2025 Amount Percent
Selling and marketing $ 92,791 $ 65,130 $ 27,661 42% $ 179,766 $ 128,408 $ 51,358 40%
General and administrative 40,846 28,421 12,425 44% 79,044 55,087 23,957 43%
Total $ 133,637 $ 93,551 $ 40,086 43% $ 258,810 $ 183,495 $ 75,315 41%
Selling and marketing expenses were $92.8 million and $65.1 million for the three months ended June 30, 2026 and 2025, respectively. Selling and marketing expenses were $179.8 million and $128.4 million for the six months ended June 30, 2026 and 2025, respectively. The increase in both periods was primarily due to the Company's proportionate share of expenses from the collaboration arrangement with Biogen, higher professional and consulting expenses, higher employee-related expenses, and higher marketing expense related to ONAPGO, which was launched in the second quarter of 2025.
General and administrative expenses were $40.8 million and $28.4 million for the three months ended June 30, 2026 and 2025, respectively. General and administrative expenses were $79.0 million and $55.1 million for the six months ended June 30, 2026 and 2025, respectively. The increase in both periods was primarily due to the Company's proportionate share of expenses from the collaboration arrangement with Biogen, higher professional and consulting expenses, and higher operating expenses related to ONAPGO, which was launched in the second quarter of 2025.
Amortization of Intangible Assets
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Amortization of intangible assets was $25.3 million and $20.8 million for the three months ended June 30, 2026 and 2025, respectively. Amortization of intangible assets was $51.0 million and $40.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to ZURZUVAE intangible asset amortization expense. ZURZUVAE intangible asset was acquired as part of the Sage Acquisition in July 2025.
Intangible Asset Impairment Charges
Intangible asset impairment charge was $54.9 million for the three and six months ended June 30, 2026. The increase was due to an impairment charge related to the APOKYN intangible asset.
Contingent Consideration Loss
There was no contingent consideration loss for the three months ended June 30, 2026 and 2025. Contingent consideration loss was $2.4 million and $7.7 million for the six months ended June 30, 2026 and 2025, respectively. The contingent consideration loss for the six months ended June 30, 2026 was primarily due to the accretion of a Sage CVR to the full milestone payment amount with the achievement of a regulatory milestone with the approval of ZURZUVAE for the treatment of MDD in Japan. For the six months ended June 30, 2025, the loss was due to the accretion to the full milestone payment amount with the achievement of the USWM milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.
Other Income (Expense), Net
Other income (expense), net was an income of $0.3 million and $4.5 million for the three months ended June 30, 2026 and 2025, respectively. Other income (expense), net was an income of $2.7 million and $9.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was due to interest expense incurred in the three and six month periods ended June 30, 2026 that did not occur in the corresponding 2025 periods, lower interest income on marketable securities, as well as lower market interest rates in 2026 compared to 2025. The cash consideration paid for the Sage acquisition in 2025 was funded through the Company's cash, cash equivalents and marketable securities holdings.
Income Tax Expense (Benefit)
Income tax expense (benefit) was a expense of $0.7 million ((1.3)% effective tax rate) and income tax benefit of $2.9 million (4.6% effective tax rate) for the three and six months ended June 30, 2026, as compared to an income tax benefit of $5.8 million ((35.0)% effective tax rate) and income tax expense of $0.2 million (1.5% effective tax rate) for the three and six months ended June 30, 2025. The change in income tax expense (benefit) and effective income tax rate was primarily due to a forecasted full year pre-tax loss for the three and six months ended June 30, 2026, as compared to forecasted full year income for the same period in 2025.
The Company's effective income tax rate for the three and six months ended June 30, 2026 varies from the statutory federal tax rate in the United States (U.S. federal tax rate) of 21% primarily due to the effects of non-deductible executive compensation, non-deductible payments related to contingent consideration, and state taxes. The Company's effective income tax rate for the three and six months ended June 30, 2025 vary from the statutory U.S. federal tax rate primarily due to the impact of recurring permanent differences on a forecast near break-even loss.
The annual forecasted earnings represent the Company's best estimate as of June 30, 2026 and 2025, are subject to change and could have a material impact on the effective tax rate in subsequent periods. ASC 740, Income Taxes (ASC 740), requires the Company to estimate the annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year.
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Financial Condition, Liquidity and Capital Resources
Cash and Cash Equivalents, Marketable Securities and Restricted Cash
Cash and cash equivalents, current marketable securities and restricted cash are comprised of the following (dollars in thousands):
June 30 December 31 Change
2026 2025 Amount Percent
Cash and cash equivalents $ 179,953 $ 128,448 $ 51,505 40%
Marketable securities 192,114 180,222 11,892 7%
Restricted cash 1,450 1,450 — —%
Total $ 373,517 $ 310,120 $ 63,397 20%
The Company believes its balances of cash, cash equivalents, and unrestricted marketable securities, which totaled $372.1 million as of June 30, 2026, along with cash generated from ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements over the next twelve months and beyond.
We have financed our operations primarily with cash generated from product sales, supplemented by revenues from royalty and licensing arrangements, as well as proceeds from the sale of equity and debt securities. Continued cash generation is highly dependent on the success of our commercial products, as well as the success of our product candidates if approved by the FDA. While we expect profitability in future years, we anticipate there may be significant variability from year to year in the level of our profits particularly due to continued market and payor pressures for our commercial products; the unfavorable impact of the loss of patent exclusivity for Trokendi XR in January 2023 and Oxtellar XR in September 2024; the potential unfavorable impact of the forthcoming loss of exclusivity of XADAGO; funding for research and development of our product candidates; the additional funding for the launch of ONAPGO, which was approved by the FDA in February 2025 and launched in April 2025, the additional funding for the marketing of ZURZUVAE, and managing the Biogen Collaboration Agreement and obligations under the Biogen Collaboration Agreement which were acquired as part of the Sage Acquisition in July 2025.
We may, from time to time, consider raising additional capital through: new collaborative arrangements; strategic alliances; additional equity and/or financings from debt or other sources, especially in conjunction with opportunistic business development initiatives. If the Transactions contemplated by the Merger Agreement are consummated, we expect a significant reduction to our balances of cash and cash equivalents and marketable securities will occur to fund a portion of the one-time special cash dividend to stockholders of Indivior. We will continue to actively manage our capital structure and to consider all financing opportunities that could strengthen our long-term financial profile. Any such capital raises may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all.
Cash Flows
Cash flows are comprised of the following (dollars in thousands):
Six Months Ended June 30, Change
2026 2025 Amount
Net cash provided by (used in):
Operating activities $ 61,714 $ 89,134 $ (27,420)
Investing activities (12,124) 6,710 (18,834)
Financing activities 1,915 (20,464) 22,379
Net change in cash and cash equivalents 51,505 75,380 (23,875)
Cash, cash equivalents, and restricted cash at beginning of period 129,898 69,331 60,567
Cash, cash equivalents, and restricted cash at end of period $ 181,403 $ 144,711 $ 36,692
Operating Activities
Net cash provided by operating activities was $61.7 million compared to $89.1 million for the six months ended June 30, 2026, and 2025, respectively. The decrease in cash flows provided by operating activities was primarily due to the increase in net loss as well as changes in working capital. The Company reported net loss of $60.7 million and net earnings of $10.7 million for
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the six months ended June 30, 2026 and 2025, respectively. The increase in net loss was primarily due to the impairment of an intangible asset and increase in research and development and selling, general, and administrative activities.
Investing Activities
Net cash used in investing activities was $12.1 million for the six months ended June 30, 2026 compared to net cash provided by investing activities of $6.7 million during the same period in 2025. The change was primarily due to a decrease in the maturities of marketable securities partially offset by a decrease in the purchases of marketable securities.
Financing Activities
Net cash provided by financing activities was $1.9 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $20.5 million during the same period in 2025. The change was primarily due to an increase in proceeds from the issuance of common stock and a decrease in the payment of contingent consideration amount.
Material Cash Requirements
The Company has various potential milestone payments a result of the acquisition of Sage Therapeutics, Inc. In March 2026, Shionogi announced the successful commercial launch of a product containing zuranolone for the treatment of MDD in Japan. As such, a milestone was met and became due and payable at that time. The Company paid the milestone payment in June of 2026. Refer to Note 7, Contingent Consideration, in the Notes to the Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of contingent consideration associated with the Acquisition of Sage Therapeutics, Inc. for further details.
On January 22, 2026, the Company entered into a First Amendment (Amendment) to the Agreement and Plan of Merger (Agreement) dated September 12, 2018, with former Biscayne security holders. The Amendment relates to the timing and payment of certain milestones under the Biscayne merger agreement. The Company agreed to pay former Biscayne security holders $10.0 million, one of the milestones specified in the Agreement, by June 30, 2026. The Company paid the milestone in June 2026.
The Company agreed to pay certain amounts to US WorldsMeds Partners, LLC. Refer to Note 7, Contingent Consideration.
Additionally, on April 1, 2026, the Company entered into an Asset Purchase Agreement with Navitor and consummated the transactions contemplated therein whereby the Company acquired, among other things, the right, title, materials, and intellectual property of SPN-820. The Company is obligated to effect and complete one Phase 2b study and make several milestone payments of up to $350 million contingent upon the achievement of specified development, regulatory and commercial milestones.
Refer to "Part II, Item 7 — Management's Discussion and Analysis of Liquidity and Capital Resources" of our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 17, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of our other contractual obligations.
Recently Issued Accounting Pronouncements
For a discussion of new accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q.