UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
(Amendment No. 1)

 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 14, 2023 (August 14, 2023)


HARMONY BIOSCIENCES HOLDINGS, INC.
 
(Exact name of registrant as specified in its charter)
 

Delaware
001-39450
82-2279923
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

630 W. Germantown Pike, Suite 215
Plymouth Meeting, PA 19462
(Address of principal executive offices) (Zip Code)
 
(484) 539-9800
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
   
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.00001 per share
  
HRMY
  
The Nasdaq Global Market LLC
(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.
Entry into a Material Definitive Agreement.
 
As disclosed on August 14, 2023, Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”) and Xylophone Acquisition Corp., a Delaware corporation and a wholly owned, direct subsidiary of the Company (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zynerba Pharmaceuticals, Inc., a Delaware corporation (“Zynerba”), dated as of August 14, 2023.  On August 14, 2023, the Company filed a Current Report on Form 8-K, which contained a description of the Merger Agreement and filed a copy of the Merger Agreement therewith. The as filed version of the Merger Agreement inadvertently contained a disclaimer on the cover page noting that the Merger Agreement does not represent a binding obligation of the parties. Filed herewith is a corrected version of the Merger Agreement without such disclaimer and with no other edits or amendments. The Merger Agreement is being filed herewith solely as a corrective measure and as of the date hereof the Merger Agreement has not been amended.
 
Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit
    
No.
  
Description
 
Agreement and Plan of Merger, dated August 14, 2023, by and among Harmony Biosciences Holdings, Inc., Xylophone Acquisition Corp. and Zynerba Pharmaceuticals, Inc.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

*
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.
 
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 hereunto duly authorized.
 
 
HARMONY BIOSCIENCES HOLDINGS, INC.
   
Date: September 14, 2023
By:
/s/ Christian Ulrich
   
Christian Ulrich
   
General Counsel and Corporate Secretary