UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~ ~~12,~~November ~~2021 (October 10~~24, 2021)

Adamas Pharmaceuticals, Inc.

(Exact ~~name~~Name of Registrant as Specified in Its Charter)

Delaware	001-36399	42-1560076
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Powell Street, Suite 1000 Emeryville , California		94608
(Address of Principal Executive Offices)		(Zip Code)

(510) 450-3500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instructions A.2. below):

¨	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 $0.001 per share		ADMS		The 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 2.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnAs previously ~~October~~disclosed ~~10,~~in ~~2021,~~the ~~Adamas~~Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Adamas Pharmaceuticals, Inc., a Delaware corporation (~~the~~ “~~Company~~Adamas”), on October 12, 2021, Adamas entered into an Agreement and Plan of Merger, dated as of October 10, 2021 (the “Merger Agreement”), bywith ~~and among the Company,~~ Supernus Pharmaceuticals, Inc., a Delaware corporation (“~~Parent~~Supernus”), and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Supernus (“Purchaser”). Pursuant to the Merger Agreement, on October 25, 2021, Purchaser commenced a tender offer to purchase all of ~~Parent~~the outstanding shares of common stock of Adamas, par value $0.001 per share (the “Shares”) at an offer price of (i) $8.10 per Share, in cash, minus any applicable withholding taxes and without interest (the “Cash Amount”), plus (ii) two non-transferable and non-tradable contingent value rights per Share (each, a “CVR”), each of which represents the right to receive $0.50 in cash, minus any applicable withholding taxes and without interest, which amount will become payable, if at all, if specified milestones are achieved prior to December 31, 2024 and December 31, 2025, as applicable (the Cash Amount plus CVRs issuable per Share, the “Offer Price”), collectively upon the terms and subject to the conditions set forth in the offer to purchase, dated October 25, 2021, and in the related letter of transmittal (such offer to purchase, letter of transmittal and related materials filed by the Purchaser with the SEC, together with any amendments, supplements or modifications thereto, the “Offer”).

~~Pursuant to the Merger Agreement,~~The ~~and~~Offer ~~upon the terms~~ and ~~subject~~related towithdrawal ~~the~~rights ~~conditions~~expired ~~thereof,~~at ~~Parent~~12:00 ~~has agreed to cause Purchaser to commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of the Company~~midnight, ~~par~~Eastern ~~value $0.001 per share (the “Shares” and each~~Time, aon ~~“Share”)~~November 24, at2021 an(one ~~offer~~minute ~~price~~following ~~of (i)~~11:59 $8p.10m., Eastern ~~per Share~~Time, inon ~~cash~~November 23, ~~less~~2021) ~~any applicable withholding taxes and without interest~~ (the “~~Cash~~Offer ~~Amount~~Expiration Time”),. ~~plus~~American Stock ~~(ii)~~Transfer ~~two~~& ~~contingent~~Trust ~~value rights per Share (each~~Company, ~~a “CVR”)~~LLC, ~~which~~ ~~represents~~ the ~~right~~depositary tofor ~~receive~~the ~~$0.50 per CVR~~Offer, ~~which~~has ~~CVRs~~advised ~~are~~Purchaser ~~governed~~that bya ~~the~~total ~~terms~~ of ~~the CVR Agreement (as defined herein)~~35, ~~in cash~~478,225 ~~less any applicable withholding taxes and without interest~~ Shares (~~the~~together ~~Cash~~with ~~Amount plus two CVRs, collectively, or~~ any ~~higher~~Shares ~~amount~~then ~~per Share~~owned ~~paid~~by ~~pursuant to the Offer, the “Offer Price”). Following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement,~~ Purchaser ~~will be merged with~~ and ~~into~~its ~~the Company (the~~ “~~Merger~~affiliates” ~~and,~~(as ~~together with~~such ~~the~~term ~~Offer,~~is ~~the~~defined ~~“Transactions”)~~in ~~pursuant to~~ Section 251(h) (6)(a) of the General Corporation Law of the State of Delaware (the “DGCL”),)) ~~with~~had ~~the~~been validly ~~Company~~tendered ~~continuing~~(and asnot ~~the~~properly ~~surviving~~withdrawn) ~~corporation~~pursuant into the ~~Merger~~Offer ~~and~~prior ato ~~wholly~~the ~~owned~~Offer ~~subsidiary of~~Expiration ~~Parent.~~Time, Atrepresenting ~~the~~approximately ~~effective time~~ 77.3% of the ~~Merger,~~outstanding ~~each~~Shares ~~Share~~as ~~that~~of ~~was not tendered in~~ the Offer, ~~other~~Expiration ~~than~~Time. ~~Excluded~~Accordingly, ~~Shares~~the ~~and~~Minimum ~~Dissenting Shares~~Condition (~~each~~ as defined in the Merger Agreement), ~~will be converted into the right to receive the Offer Price, less any applicable withholding~~has ~~taxes~~been ~~and without interest (the “Merger Consideration”)~~satisfied.

~~At or prior to the time at~~As ~~which Purchaser accepts the Shares tendered in the Offer for purchase, Parent and~~ a ~~rights~~result ~~agent mutually agreeable to Parent and the Company shall enter into a contingent value right agreement (the “CVR Agreement”) to allow for the payment~~ of the ~~milestones pursuant~~satisfaction ~~to each CVR. One CVR issued in respect~~ of ~~a Share shall become payable upon~~ the ~~first~~Minimum ~~occurrence~~Condition ofand ~~achievement~~each of ~~aggregate worldwide Net Sales of~~ the ~~Product~~other ~~(each~~conditions asto ~~defined in~~ the ~~CVR Agreement) in excess of $150~~Offer,~~000,000~~ ~~during any consecutive 12-month period ending~~ on ~~or before December~~November 3124, ~~2024.~~2021, ~~The~~Purchaser accepted ~~second~~for ~~CVR~~payment ~~issued~~all inShares ~~respect~~that ofwere ~~each~~validly ~~Share~~tendered ~~shall~~(and ~~become~~not ~~payable~~properly ~~upon~~withdrawn) ~~the~~pursuant ~~first occurrence~~to ~~of aggregate worldwide Net Sales of~~ the ~~Product in excess of $225~~Offer,~~000,000~~ ~~during~~and ~~any~~will ~~consecutive~~as ~~12-month~~promptly ~~period ending~~as onpracticable orpay ~~before~~for ~~December 31,~~all ~~2025.~~such ~~Each~~validly ~~milestone~~tendered ~~with respect to a CVR may only be achieved one time~~Shares. ~~The maximum amount payable with respect to the CVRs issued in respect to each Share is $1.00.~~

~~The Offer will initially remain~~Following ~~open for 20 business days following commencement of~~ the ~~Offer.~~consummation ~~If, at the scheduled expiration time~~ of the Offer, ~~any of~~ the remaining conditions to the ~~Offer~~Merger ~~have not been satisfied~~ (~~unless~~as ~~such~~defined ~~condition is waivable by Parent or Purchaser and has been waived~~below), ~~Purchaser~~set ~~may~~forth ~~extend the~~in ~~Offer for subsequent periods of up to 10 business days each. Additionally, Purchaser must extend~~ the ~~Offer~~Merger ~~(i) for~~Agreement ~~any~~were ~~period~~satisfied, ~~required by applicable law (including any applicable interpretations or positions of the U.S. Securities~~ and ~~Exchange~~on ~~Commission (the “SEC”)~~November 24, ~~the SEC staff and the Nasdaq Global Market)~~2021, ~~(ii) for~~Purchaser ~~periods~~was ofmerged upwith toand 10into ~~business~~Adamas ~~days~~without ~~each~~a ~~until~~vote ~~the expiration or termination~~ of the ~~waiting~~stockholders ~~period (or any extension thereof) applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976,~~Adamas ~~as amended~~ (the “~~HSR Act~~Merger”) in ~~and~~accordance with Section 251(~~iii~~h) at ~~the request~~ of the ~~Company~~DGCL, ~~for~~with ~~two periods~~Adamas ofsurviving ~~10 business days each, if all~~ the ~~other~~Merger ~~conditions~~as toa ~~the~~wholly ~~Offer~~owned ~~have~~subsidiary ~~been satisfied or waived, in order to permit the satisfaction~~ of ~~the Minimum Condition (as defined herein)~~Supernus.

~~The obligation of~~At ~~Purchaser to accept for payment, and pay for, Shares validly tendered (and not properly withdrawn) pursuant to~~ the ~~Offer~~effective istime ~~subject to~~of ~~satisfaction or waiver, to~~ the ~~extent~~Merger ~~permitted under applicable legal requirements, of customary conditions, including~~ (~~i) there~~the ~~being~~“Effective ~~validly tendered and not properly withdrawn Shares that, considered together with all other Shares (if any~~Time”) ~~beneficially owned by Purchaser and its affiliates~~, ~~represent~~each ~~one more Share than 50% of the total number of the~~ then-issued and outstanding ~~Shares~~Share atnot ~~the~~previously ~~expiration~~purchased in of the Offer (~~the~~other ~~“Minimum~~than ~~Condition”),~~ (iia) ~~the~~Shares ~~accuracy~~that ofat the ~~Company’s~~ ~~representations~~Effective ~~and~~Time ~~warranties~~were ~~(subject~~held toby ~~customary~~Adamas ~~materiality~~(including ~~and~~any ~~“material~~Shares ~~adverse~~held ~~effect” thresholds),~~in ~~(iii~~treasury) ~~the~~ ~~Company’s compliance~~ or ~~performance in all material respects~~ any of ~~the~~its ~~obligations,~~subsidiaries ~~covenants and agreements it is required to comply with~~ or ~~perform~~by atSupernus or ~~prior~~any ~~to the expiration~~ of ~~the~~its ~~Offer,~~subsidiaries ~~(iv) the~~and ~~absence, since the date of the Merger Agreement, of a Material Adverse Effect~~ (~~as defined in the Merger Agreement~~b) ~~that is continuing as of the time the Purchaser accepts~~ Shares ~~for~~outstanding ~~purchase~~immediately ~~pursuant~~prior to the ~~Offer,~~Effective ~~(v) the~~Time that ~~expiration~~were orheld ~~termination~~by stockholders of ~~the~~Adamas ~~waiting~~who ~~period~~were ~~(or any~~entitled ~~extension thereof) applicable~~ to ~~the~~appraisal ~~Transactions~~rights under the ~~HSR~~DGCL ~~Act,~~and ~~(vi) the~~who ~~absence~~had ofproperly ~~any~~exercised ~~law~~and ~~or order prohibiting the consummation of the Offer or the Merger~~perfected, and ~~(vii) the Merger Agreement~~ not ~~having~~withdrawn ~~been terminated in accordance with its terms. If the conditions to the Offer are satisfied~~ or ~~waived~~otherwise ~~(other than conditions that by their nature are to be satisfied or waived at the expiration of the Offer)~~lost, ~~then~~such ~~Purchaser~~appraisal ~~must (i~~rights) ~~irrevocably~~ ~~accept~~was ~~for~~converted ~~payment~~into ~~all of~~ the ~~Shares~~right ~~tendered pursuant~~ to ~~the~~receive ~~Offer and (ii) pay~~ the Offer Price ~~in respect of each such Share~~.

1Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares (each, an “Adamas Option”) that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) that had a per Share exercise price that was less than the Cash Amount was cancelled and converted into the right to receive (I) an amount in cash equal to the product of (A) the total number of Shares subject to such fully vested Adamas Option immediately prior to the Effective Time, multiplied by (B) the excess, if any, of (x) the Cash Amount minus (y) the exercise price payable per Share underlying such Adamas Option immediately prior to the Effective Time plus (B) two CVRs per Share underlying such Adamas Option immediately prior to the Effective Time. Each Adamas Option (whether vested or unvested) that had a per Share exercise price that was equal to or greater than the Cash Amount at the Effective Time was cancelled without any consideration payable therefor.

~~The Merger Agreement includes~~In ~~certain representations~~addition, ~~warranties~~at ~~and~~the ~~covenants~~Effective ofTime, ~~the~~each ~~Company,~~Adamas ~~Parent~~restricted ~~and~~stock ~~Purchaser~~unit, including ~~certain~~each ~~restrictions~~performance ~~with~~stock ~~respect~~unit ~~to the~~(each, ~~Company’s~~an ~~business~~“Adamas RSU”), ~~between~~that ~~the~~was ~~date~~outstanding ofand ~~the~~unexercised ~~Merger~~immediately ~~Agreement~~prior ~~and~~to the ~~consummation~~Effective ofTime ~~the~~was ~~Merger.~~cancelled ~~Parent~~ and ~~the~~converted ~~Company~~into ~~also agreed~~the right to ~~use~~receive ~~their~~(I) an ~~respective~~amount ~~reasonable~~in ~~best~~cash ~~efforts~~equal to ~~take~~the ~~all~~product ~~actions,~~of to(i) the ~~file~~total ~~all~~number ~~documents~~of ~~and~~Shares subject to dosuch ~~all~~fully ~~things~~vested ~~necessary, proper~~Adamas orRSU ~~advisable~~immediately ~~under~~prior ~~applicable antitrust laws~~ to ~~consummate and make effective~~ the ~~Offer~~Effective ~~and the Merger as soon as reasonably practicable. However~~Time, ~~Parent~~multiplied isby ~~not required to make divestitures, commit to any licenses or hold separate requirements or litigate or defend~~ (ii) the ~~Transactions in~~Cash ~~connection~~Amount ~~with any applicable antitrust laws. Parent~~ and ~~Purchaser~~(II) two ~~may~~CVRs ~~not~~for ~~take~~each ~~any~~Share ~~action would reasonably be expected~~ subject to ~~prevent or~~such ~~materially~~Adamas ~~delay~~RSU ~~consummation~~immediately ofprior ~~the~~to ~~Offer and~~ the ~~Merger,~~Effective ~~including enter into any competing transactions that would potentially delay the Transactions~~Time.

The ~~Company has agreed to~~ ~~customary~~aggregate ~~“no-shop”~~consideration ~~restrictions on its ability~~ to ~~solicit~~be ~~alternative~~paid ~~transaction~~by ~~proposals~~Purchaser from third parties and engage in discussions or negotiations with third parties regarding transaction proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information to ~~and~~complete ~~engage in or otherwise participate in discussions or negotiations with third parties with respect to a bona fide written alternative acquisition proposal that~~ the ~~board~~Offer ~~of directors of the Company (the “Board”) has determined in good faith, after consultation with its financial advisor~~ and ~~outside legal counsel, constitutes or could reasonably be expected to result in a Superior Offer (as defined in~~ the Merger ~~Agreement)~~is ~~and~~approximately ~~that~~$401 ~~failure to take such action would reasonably be~~million ~~expected~~(exclusive ~~to constitute a breach~~ of ~~the~~amounts ~~Board’s fiduciary duties under applicable legal requirements. Pursuant to the Merger Agreement, the Company has agreed~~ that ~~the~~may ~~Board~~be ~~will~~payable ~~(x) recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser~~ pursuant to the ~~Offer (the “Board Recommendation”~~CVRs) and (y) include the Board Recommendation in the Company’s Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) when filed with the SEC and when disseminated to the Company’s stockholders. The Board will also not (i) withdraw (or modify in a manner adverse to Parent or Purchaser), orwithout ~~publicly~~giving ~~propose~~effect to ~~withdraw~~related ~~(or~~transaction ~~modify~~fees in a manner adverse to Parent or Purchaser), the Board Recommendation, (ii) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any alternative acquisition proposal or (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any contract with respect to any acquisition proposal, requiring, or which would reasonably expect to cause the Company to abandon, terminate or fail to consummate the Transactions (other than a customary confidentiality agreement). Notwithstanding these restrictions, the Board is permitted, subject to the terms and ~~conditions set forth in the Merger Agreement,~~ ~~to change the Board Recommendation in certain instances, subject to matching rights in favor of Parent~~expenses.

The ~~Merger Agreement~~ ~~contains~~foregoing ~~certain~~description ~~termination rights for both the Company and Parent, including, (i) if the consummation~~ of the ~~Transactions has not occurred on or before February 10, 2022 (the “End Date”), (ii) if consummation of the Offer or the~~ Merger ~~is legally prohibited or permanently enjoined~~Agreement, ~~(iii) if~~ the Offer ~~has~~and ~~been withdrawn or terminated in accordance with~~ the ~~terms of the~~ Merger ~~Agreement~~does ~~without~~not ~~the~~purport ~~acceptance for payment of Shares pursuant~~ to ~~the~~be ~~Offer,~~complete ~~provided~~and ~~that the terminating party’s material breach of any provision of the Merger Agreement~~ is ~~not~~qualified ~~the cause of the events specified~~ in ~~the~~its ~~foregoing~~entirety ~~clauses (i) through (iii) occurring. The Merger Agreement may also be terminated~~ by ~~Parent~~reference ~~if (i) the Board has failed~~ to ~~include~~ the ~~Board Recommendation in the Schedule 14D-9 when mailed or has effected a Company Adverse Change Recommendation (as defined in the~~ Merger Agreement), ~~(ii) the~~which ~~Company~~was ~~has~~filed ~~entered~~as ~~into~~Exhibit an2.1 ~~agreement with respect~~ to ~~a Superior Offer, (iii)~~ the ~~Board~~Current ~~fails~~Report to publicly reaffirm the Board Recommendation upon request by Parent (subject to certain limitations), (iv) in the case of a tender offer or exchange offer, the Board fails to recommend in a Solicitation/Recommendation Statement on ~~Schedule~~Form ~~14D~~8-~~9 the rejection by its stockholders of such tender offer or exchange offer, or (v)~~K ~~the~~filed ~~Company has breached any representation, warranty or covenant that cannot be cured~~ by ~~the~~Adamas ~~End~~with ~~Date or, if capable of being cured, has not been cured within 30 days following written notice, if such breach would cause certain of~~ the ~~conditions~~SEC toon ~~closing to not be able to be satisfied. The Merger Agreement may also be terminated by the Company (i)~~October ~~subject to the terms and conditions set forth in the Merger Agreement~~12, ~~to accept a Superior Offer~~2021, (ii) if Parent or Purchaser has breached any representation, warranty or covenant that cannot be cured by the End Date or, if capable of being cured, has not been cured within 30 days following written notice, if such breach would reasonably be expected to prevent Parent or Purchaser from consummating the transactions, or (iii) in the event that Purchaser fails to commence the Offer within the specified period set forth in the Merger Agreement or fails to purchase all Shares validly tendered (and ~~not~~is ~~validly~~incorporated ~~withdrawn) when required to do so under the Merger Agreement. Upon termination of the Merger Agreement (i)~~ by ~~the~~reference Company to accept a Superior Offer or (ii) by Parent following a Company Adverse Change Recommendation, the Company will be required to pay Parent a termination fee of $16,000,000 (the “Termination Fee”). Under certain additional circumstances described in the Merger Agreement, the Company must also pay Parent the Termination Fee if the Merger Agreement is terminated and, within 12 months following such termination, the Company recommends or enters into ~~certain~~this ~~alternative~~Item ~~acquisition arrangements and such acquisition is subsequently consummated~~2.01.

The information set forth in Items 3.01, 5.01 and 5.03 is incorporated by reference into this Item 2 .01.

~~The~~Item ~~foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2~~3.101 ~~hereto~~Notice ~~and~~of ~~which~~Delisting is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the Company, Parent or ~~Purchaser,~~Failure ~~their respective businesses, or the actual conduct of their respective businesses during the period prior~~ to ~~the consummation~~Satisfy ofa ~~the~~Continuing ~~Transactions.~~Listing ~~The~~Rule ~~Merger Agreement and this summary should not be relied upon as disclosure about the Company~~ or ~~Parent. None~~Standard; ofTransfer ~~the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations~~ of ~~the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates~~Listing. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

~~Item~~On November 824, 2021, Adamas notified The Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger, requested that Nasdaq suspend trading of the Shares effective as of the close of business on November 24, 2021, and requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares, which were previously traded under the symbol “ADMS”, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).01 ~~Other~~Adamas ~~Events~~intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Adamas’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

OnThe ~~October~~information ~~11,~~set ~~2021, the~~forth ~~Company~~in ~~and~~Item ~~Parent~~2.01 ~~issued a joint press release announcing the Merger Agreement, a copy of which~~ is ~~filed as Exhibit 99.1 and~~ incorporated ~~herein~~ by reference into this Item 3.01.

~~Additional~~Item ~~Information~~3.03 ~~and~~Material ~~Where~~Modification to ~~Find~~Rights Itof Security Holders.

The ~~tender offer for the outstanding common stock~~ ofinformation ~~Adamas~~set ~~Pharmaceuticals,~~forth Inc. (“Adamas”) has not been commenced. This filing does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell Adamas securities. At the time the tender offer is commenced, Supernus Pharmaceuticals, Inc. (“Parent”) and Supernus Reef, Inc., a direct wholly owned subsidiary of Parent (“Purchaser”), will file a Tender Offer Statement on Schedule TO (including an Offer to Purchase) with the SEC and thereafter, Adamas will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in ~~each case, with respect to the tender offer~~Items 2. ~~The solicitation and offer by Parent to purchase shares of Adamas common stock will only be made pursuant to such Offer to Purchase and related materials. Once filed~~01, investors and security holders are urged to read these materials (including the Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) carefully since they will contain important information that Adamas investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer3. ~~The Tender Offer Statement~~01, Offer to Purchase, Solicitation/Recommendation Statement and related materials will be filed with the SEC, and Adamas investors and security holders may obtain a free copy of these materials (when available) and other documents filed by Parent, Purchaser and Adamas with the SEC at the website maintained by the SEC at www5.~~sec.gov.~~01 ~~In addition, the Tender Offer Statement~~ and ~~other documents that Parent and Purchaser file with the SEC will be made available to all investors and security holders of Adamas free of charge from the information agent for the tender offer~~Item 5.03 ~~Investors~~is ~~may also obtain, at no charge, the~~incorporated ~~documents filed with or furnished to the SEC~~ by ~~Adamas~~reference ~~under~~into ~~the~~this ~~“Investors~~Item ~~& Media” section of Adamas’ website at https://www~~3.~~adamaspharma~~03.~~com/.~~

3 Item 5.01. Changes in Control of Registrant.

~~Forward~~The ~~Looking~~information set ~~Statements~~forth in Item 2.01 is incorporated by reference into this Item 5.01.

~~This filing contains forward-looking statements.~~As ~~These~~a ~~forward-looking~~result ~~statements~~of ~~are~~the ~~not~~consummation ~~descriptions~~ of ~~historical facts, they are forward-looking statements reflecting~~ the ~~current beliefs,~~Offer ~~certain assumptions~~ and ~~current~~the ~~expectations of management and may be identified by words such as “believes~~Merger,” ~~“may,” “will,”~~there ~~“estimate,”~~was ~~“continue,”~~a ~~“anticipate,”~~change ~~“intend,”~~in ~~“could,”~~control ~~“would,”~~of ~~“project~~Adamas,” ~~“plan,”~~and ~~“potential~~Supernus,” ~~“seek,”~~as ~~“expect,” “goal” or~~ the ~~negative~~parent orentity ~~plural~~ of ~~these words or similar expressions. Such forward-looking statements are based on management’s current expectations~~Purchaser, ~~beliefs,~~acquired ~~estimates,~~control ~~projections and assumptions. As such, forward-looking statements are not guarantees~~ of ~~future performance and involve inherent risks and uncertainties that are difficult to predict~~Adamas.

AsItem a5.02. ~~result,~~Departure ~~a number~~ of ~~important~~Directors factors could cause actual results to differ materially from those indicated by such forward-looking statements, including: the risk that the proposed acquisition of the Company by Parent may not be completed; the possibility that competing offers or ~~acquisition proposals~~Certain ~~for Company will be made~~Officers; ~~the~~Election ~~delay or failure~~ of ~~the tender offer conditions to be satisfied (or waived), including insufficient shares of Company common stock being tendered in the tender offer~~Directors; ~~the~~Appointment ~~failure (or delay) to receive the required regulatory approvals~~ of ~~the~~Certain ~~proposed acquisition~~Officers; ~~the~~Compensatory ~~possibility~~Arrangements ~~that prior to the completion~~ of ~~the~~Certain transactions contemplated by the acquisition agreement, Parent’s or the Company’s business may experience significant disruptions due to transaction-related uncertainty; the effects of disruption from the transactions of the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, manufactures, suppliers, vendors, business partners and distribution channels to patients; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement; the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the failure of the closing conditions set forth in the acquisition agreement to be satisfied or waived; the possibility that the Company’s expectations as to the extent to which the Company will be able to continue to commercialize GOCOVRI (amantadine) extended release capsules, OSMOLEX (amantadine) extended release tablets, and any of the Company’s other products and product candidates may not be realized as anticipated; the possibility that the anticipated scope, rate of progress and cost of the Company’s preclinical studies and clinical trials and other research and development that the Company may pursue may not materialize; the possibility that the Company’s estimates of its expenses, ongoing losses, future revenue, capital requirements and its needs for or ability to obtain additional financing may not be accurate; the possibility that the Company’s expectations may not be met as to the sufficiency of its capital resources; the possibility that the Company’s expectations may not be met as to its ability to obtain and maintain intellectual property protection for its products and any of its product candidates; the possibility that the Company’s expectations may not be met as to the legal proceedings to which the Company is party and related stays and terms of settlements; the possibility that the Company’s anticipated receipt and timing of royalties from its collaborators may not be realized as anticipated; the possibility that the Company’s expectations may not be met as to the revenues from its collaborations; the possibility that the Company’s expectations may not met be as to the Company’s ability to retain and recruit key personnel and third-party distributors; the possibility that the Company’s expectations may not be met as to its anticipated financial performance; the possibility that the Company’s expectations may not be met as to its anticipated developments and projections relating to its competitors or the industry in which the Company operates; the possibility that unforeseen safety issues could emerge for GOCOVRI that could require the Company to change the prescribing information, limit use of the product and/or result in litigation; the possibility that other manufacturers could obtain approval for generic versions of GOCOVRI or of products with which the Company competes; the possibility that the third-party organizations that manufacture, supply and distribute GOCOVRI may fail to perform adequately or fulfill the Company’s needs; the possibility that changes in healthcare law and implementing regulations may occur and may negatively impact the Company’s ability to generate revenues or could limit or prevent the Company’s products’ or product candidates’ commercial success; the possibility that regulatory filings or approvals for products or product candidates that the Company or its partners develop are not made or granted as currently anticipated; the possibility that the Company is not able to negotiate adequate pricing, coverage and adequate reimbursement for its products and product candidates with third parties and government authorities; the possibility of political, social and economic instability, natural disasters or public health epidemics in countries where Adamas or its collaborators conduct activities related to the Company’s business; and a variety of other risks set forth from time to time in Parent’s or the Company’s filings with the SEC, including but not limited to the risks discussed in Parent’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other filings with the SEC and the risks discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other filings with the SECOfficers. The risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Parent’s and the Company’s businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Supernus and the Company disclaim any obligation to update any of these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

4 In connection with the Merger, each of Neil F. McFarlane, David L. Mahoney, Michael F. Bigham, Martha J. Demski, William W. Ericson, John A. MacPhee, Spydion Papapetropoulous and Anna S. Richo resigned as a member of the board of directors of Adamas (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. Such resignations were not in connection with any disagreement between any of the directors and Adamas. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Purchaser, Bryan Roecklein and Jack Khattar, will be the directors of Adamas pursuant to the terms of the Merger Agreement.

~~Item~~In addition, 9in connection with the Merger, all of Adamas’s current executive officers ceased to be officers of Adamas, effective as of the Effective Time.~~01.~~ ~~Financial~~From ~~Statements~~and after the Effective Time, until their respective successors are duly elected or appointed and qualified ~~Exhibits~~in accordance with applicable law, the officer of Purchaser, Jack Khattar, serving as President, Treasurer and Secretary, will be the sole officer, serving in such respective roles, of Adamas pursuant to the terms of the Merger Agreement.

~~(d)~~Item ~~Exhibits~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated as of October 10, 2021, by and among Supernus, Supernus Reef, Inc. and Adamas Pharmaceuticals, Inc.
99.1		Joint Press Release, dated October 11, 2021.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation and bylaws of Adamas were amended and restated in their entirety. The amended and restated certificate of incorporation of Adamas is attached hereto as Exhibit 3.1. The amended and restated bylaws of Adamas are attached hereto as Exhibit 3.2.

*The foregoing ~~Schedules~~description ~~omitted~~of ~~pursuant~~the toamended ~~Item~~and ~~601~~restated certificate of ~~Regulation~~incorporation ~~S-K.~~and ~~The~~amended ~~Company~~and ~~agrees~~restated bylaws of Adamas does not purport to ~~furnish~~be ~~supplementally~~complete aand ~~copy~~is ofqualified ~~any~~in ~~omitted~~its ~~schedule~~entirety by reference to ~~the~~Exhibits 3.1 ~~SEC~~and ~~upon~~3.2 ~~request~~hereto, which are incorporated by reference into this Item 5.03.

5 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated as of October 10, 2021, by and among Supernus Pharmaceuticals, Inc., Supernus Reef, Inc. and Adamas Pharmaceuticals, Inc., incorporated by reference to Exhibit 2.1 to the Current Report on Form 8- K filed by Adamas with the SEC on October 12, 2021.

3.1		Tenth Amended and Restated Certificate of Incorporation of Adamas Pharmaceuticals, Inc., dated as of November 24, 2021.

3.2		Amended and Restated Bylaws of Adamas Pharmaceuticals, Inc., dated as of November 24, 2021.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: October 12, 2021

Date: November 24, 2021	By:	/s/ Jack A. Khattar
	Name:	Jack A. Khattar
	Title:	President, Treasurer and Secretary

ADAMAS PHARMACEUTICALS, INC. By: /s/ Christopher B. Prentiss Christopher B. Prentiss Chief Financial Officer

Filing Compare · Adamas Pharmaceuticals Inc