v3.26.1
Sage Acquisition
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Sage Acquisition Sage Acquisition
On July 31, 2025 (the Sage Closing Date), the Company completed its acquisition of all the outstanding equity of Sage Therapeutics, Inc. (Sage) pursuant to the Merger Agreement dated June 13, 2025 (the Sage Acquisition). Under the terms of the Merger Agreement, the Company commenced a tender offer to acquire all outstanding shares of Sage, par value $0.0001 per share (the Shares and each, a Share), at an offer price of (i) $8.50 per share in cash, less any applicable withholding taxes and without interest (the Cash Amount; an aggregate of approximately $561 million), plus (ii) one contingent value right per Share (the "CVR"; an aggregate of approximately $234 million, subject to the achievement of specific contingencies), which represents the right to receive up to $3.50, which is governed by the terms of a contingent value rights agreement entered into between the Company and CVR Agent (the Sage CVR Agreement), in cash, less any applicable withholding taxes and without interest. The transaction provides Supernus with the right to develop and market ZURZUVAE® (zuranolone) capsules, the first and only U.S. Food and Drug Administration (FDA)-approved oral medicine indicated for the treatment of adults with postpartum depression and a late-stage product candidate.
Contingent payments of up to $234 million are due to the sellers upon the achievement of certain milestones related to the development and commercial sale of ZURZUVAE. The possible outcomes for the contingent consideration range from $0 to $234 million on an undiscounted basis as of the Sage Closing Date. See Note 7, Contingent Consideration, for further discussion.

The acquisition is being accounted for as a business combination under the acquisition method of accounting, in accordance with ASC 805, Business Combinations. The excess of the purchase price over the fair value of the net assets acquired
was recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed, including goodwill, have been included in the Company's condensed consolidated financial statements since the Sage Closing Date.

The Company's accounting for this acquisition is preliminary and fair value estimates for the assets acquired and liabilities assumed and the Company's estimates and assumptions are subject to change as the Company obtains additional information for its estimates during the measurement period. During the measurement period, if the Company obtains new information regarding facts and circumstances that existed as of the Sage Closing Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise its estimates of fair values and purchase price allocation. The effect of measurement period adjustments on the estimated fair value elements will be reflected as if the adjustments had been made as of the Sage Closing Date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings.

The Company expects to finalize its purchase price allocation within one year of the Sage Closing Date. In addition, the Company continues to analyze and assess relevant information necessary to determine, recognize, and record at fair value the assets acquired and liabilities assumed in the following areas: intangible assets and tax assets and liabilities. The activities the Company is currently undertaking, include but are not limited to the following: review of contracts, review of tax positions and other tax-related matters. Further, the Company is in the process of obtaining input from third party valuation firms with respect to the fair value of the acquired intangible assets and other information necessary to record and measure the assets acquired and liabilities assumed. Accordingly, the preliminary recognition and measurement of assets acquired and liabilities assumed as of the Sage Closing Date are subject to change.
The following preliminary purchase price allocation table presents the Company' preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Sage Closing Date (unaudited, dollars in thousands):
As Initially Reported (a)
Measurement Period Adjustments (b)
As Adjusted
Cash and cash equivalents$243,197 — 243,197 
Marketable securities
93,181 — 93,181 
Accounts receivable, net23,291 — 23,291 
Inventories, net (c)
50,714 1,897 52,611 
Prepaid expenses and other current assets (c)
18,674 (2,094)16,580 
Restricted cash
1,450 — 1,450 
Operating lease asset (d)
5,630 (520)5,110 
Intangible assets (e)
166,500 (23,600)142,900 
Deferred income tax assets, net (f)
— 46,698 46,698 
Other assets1,102 — 1,102 
Total fair value of assets acquired603,739 22,381 626,120 
Accounts payable and accrued liabilities 44,232 — 44,232 
Other liabilities (g)
— 23,969 23,969 
Operating lease liability12,380 — 12,380 
Total fair value of liabilities assumed56,612 23,969 80,581 
Total identifiable net assets547,127 (1,588)545,539 
Goodwill2,061 1,588 3,649 
Total purchase price$549,188 $— $549,188 
Cash consideration paid for Sage's common stock
$533,667 $— $533,667 
Cash consideration paid for cash settlement of Sage's equity awards
4,073 — 4,073 
Fair value of contingent consideration
11,448 — 11,448 
Total purchase price
$549,188 $— $549,188 
______________________________
(a) Amounts were initially reported within the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 6, 2025.
(b) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.
(c) Measurement period adjustment related to the refinement of the acquired inventory population.
(d) Refinement of the estimate of fair value of the right of use asset associated with the acquired Sage headquarters lease. Refer to Note 13, Leases
(e) Measurement period adjustments to intangible assets are primarily due to update in inputs and assumptions based on information related to the facts and circumstances that existed as of the acquisition date.
(f) Represents the preliminary income tax impact of the transaction.
(g) Measurement period adjustment related to the Company's accounting policy related to the collaboration arrangement with Biogen.

Acquired Inventory
The fair value of the inventory was estimated using the comparative sales method, which estimated the expected selling price of the product, reduced by all costs expected to be incurred to complete or to dispose of the inventory, as well as a profit on the sale.
Acquired Lease
As part of the Sage Acquisition, the Company acquired a lease for commercial real estate. The Company recognized a right-of-use asset and operating lease liability at the acquisition date. The amounts recognized reflect the present value of remaining lease payments, discounted at the Company's incremental borrowing rate. The fair value of the lease ROU asset was
measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms. Refer to Note 13, Leases, for further discussion of the acquired lease asset and assumed lease liability.
Acquired Intangible Assets
The acquired intangible asset includes the acquired developed technology and product rights. The Company estimated the fair value of the acquired intangible asset as of the Sage Closing Date using the income approach. The fair value measurements of the acquired intangible asset was estimated based on significant unobservable inputs and therefore, represent a Level 3 fair value measurement. Some of the more significant inputs and assumptions used in the intangible assets valuation include: the estimated future cash flows from product sales, probability of achieving regulatory approval in certain territories, the timing and projection of costs and expenses, and discount rates.
The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (unaudited, dollars in thousands):
Fair Value
Estimated Useful Lives
(in years)
Acquired developed technology and product rights$142,900 8
Total intangible assets$142,900 
Acquired intangible assets are amortized over their estimated useful lives on a straight-line basis. The Company recognized $0.3 million of amortization expense in the three months ended March 31, 2026 which would have been recognized in the year ended December 31, 2025 if the adjustment to provisional amounts were recognized as of the Sage Closing Date.
Goodwill
Goodwill was calculated as the excess of the consideration paid consequent to completing the acquisition, compared to the net assets recognized. Goodwill represents the future economic benefits from the other acquired assets, and which could not be individually identified and separately valued. Goodwill is primarily attributable to the additional acquired growth platforms and an expanded revenue base. Goodwill is not deductible for tax purposes.
Revenues and Net Earnings of Sage
The operations of Sage and its subsidiaries have been included in the Company's condensed consolidated statements of loss for the period subsequent to the Sage Closing Date.