الإحصائيات الأساسية
| LEI | 529900P0GSQ79OOZEV53 |
| CIK | 1492426 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Horizon Therapeutics Plc
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35238 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY (Exact name of registr |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
Exhibit 3.1 Cert No.: 507678 COMPANIES ACT 2014 PUBLIC LIMITED COMPANY MEMORANDUM AND ARTICLES OF ASSOCIATION OF HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY Effective as of 6 October 2023 COMPANIES ACT 2014 PUBLIC LIMITED COMPANY MEMORANDUM OF ASSOCIATION OF HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 1. The name of the Company is: Horizon Therapeutics public limited company. 2. The Company is a p |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 6, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpo |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 5, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpo |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): September 11, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of inco |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): September 5, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): September 1, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| August 8, 2023 |
Exhibit 10.2 AMENDMENT No. 10, dated as of June 16, 2023 (this “Amendment”), to the Credit Agreement, dated as of May 7, 2015, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (the “Borrower”), Horizon Therapeutics plc, an Irish public limited company (f/k/a Horizon Pharma Public Limited Company) (“Irish Holdco”), the Subsidiary Guarantors party thereto, the Lenders party theret |
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| August 8, 2023 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HORIZON THERAPEUTICS PLC TREATS AS PRIVATE OR CONFIDENTIAL Amendment No. 10 to the License Agreement This Amendment No. 10 to the License Agreement (“Amendment”) is entered into as of the 22nd day of May 2023 (“Amendment Effective |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): August 8, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpor |
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| August 8, 2023 |
Investor Presentation Horizon Therapeutics plc August 2023 Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements related to the pending transaction with Amgen Inc., development, manufacturing and commercialization plans; expected timing of clinical trials and commercial launches; expected future milestones, pipeline |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON THE |
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| August 8, 2023 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Second-Quarter 2023 Financial Results Second-Quarter 2023 Results: — Net Sales of $945.0 Million, Representing Year-Over-Year Growth of 11% Excluding Inflammation Medicines — — GAAP Net Income of $127.1 Million; Adjusted EBITDA of $320.4 Million — — TEPEZZA® (teprotumumab-trbw) Net Sales of $445.5 Million — — KRYSTEXXA® (pegloticase injection) |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): July 27, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incor |
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| June 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): June 2, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorporat |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): May 17, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorporat |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON TH |
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| May 3, 2023 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports First-Quarter 2023 Financial Results First-Quarter 2023 Results: — Net Sales of $832.1 Million — — GAAP Net Income of $54.7 Million; Adjusted EBITDA of $232.9 Million — — TEPEZZA® (teprotumumab-trbw) Net Sales of $405.3 Million — — KRYSTEXXA® (pegloticase injection) Net Sales of $187.0 Million — — UPLIZNA® (inebilizumab-cdon) Net Sales of $53.8 |
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| May 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): May 3, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorporati |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 17, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpor |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 10, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpor |
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| March 1, 2023 |
Exhibit 10.56 [•], 2022 [Name] [Address] Re: Retention Bonus Agreement Dear [•]: In connection with the proposed sale (the “Transaction”) of Horizon Therapeutics plc (the “Company”) to Amgen Inc., the Company has selected you, in light of your contributions to date, to receive a special retention bonus (the “Retention Bonus”) in accordance with the terms of this letter agreement (this “Agreement”) |
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| March 1, 2023 |
Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy, as amended. Exhibit 10.3 Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy Amended Effective: October 26, 2022 Each member of the Board of Directors (the “Board”) of Horizon Therapeutics Public Limited Company (the “Company”) other than (1) any member who is affiliated with any holder of more than 5% of the Company’s ordinary shares or (2) any member serving as an employee |
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| March 1, 2023 |
Exhibit 10.57 EXCISE TAX GROSS-UP AGREEMENT THIS EXCISE TAX GROSS-UP AGREEMENT (this “Agreement”), by and between Horizon Therapeutics plc, a public limited company incorporated under the laws of Ireland (with registration number 507678) (the “Company”), and [EXECUTIVE] (the “Executive” and, together with the Company, the “Parties”) is effective as of [], 2023 (the “Effective Date”). WHEREAS, the |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): March 1, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorpora |
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| March 1, 2023 |
Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HORIZON THERAPEUTICS PLC TREATS AS PRIVATE OR CONFIDENTIAL LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into as of the 12th day of August 1998, by and among Mountain View Pharmaceuticals, Inc., Duke University, an |
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| March 1, 2023 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Fourth-Quarter and Full-Year 2022 Financial Results Fourth-Quarter 2022 Results: — Net Sales of $942.0 Million — — GAAP Net Income of $120.4 Million; Adjusted EBITDA of $357.5 Million; Includes $37.3 Million of Acquired IPR&D and Milestones Expenses — — TEPEZZA® (teprotumumab-trbw) Net Sales of $493.5 Million — — KRYSTEXXA® (pegloticase injecti |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON THERAPE |
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| March 1, 2023 |
Subsidiaries of Horizon Therapeutics Public Limited Company. Exhibit 21.1 Subsidiaries of Horizon Therapeutics Public Limited Company: NAME: JURISDICTION OF INCORPORATION: Horizon Medicines LLC Delaware Horizon Therapeutics U.S. Holding LLC Delaware Horizon Properties Holding LLC Delaware Horizon Therapeutics Brasil Ltda Brazil Horizon Therapeutics Capital Limited Ireland Horizon Therapeutics Finance Limited Ireland Horizon Therapeutics Finance S.à.r.l Luxe |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): February 24, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 9, 2023 |
HZNP / Horizon Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Horizon Therapeutics plc Title of Class of Securities: Common Stock CUSIP Number: G46188101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 8, 2023 |
DEFA14A 1 d391802ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 30, 2023 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorp |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 23, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 30, 2022 |
Exhibit 107 Calculation of Filing Fee Table SCHEDULE 14A (Form Type) HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $27,533,994,129. |
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| December 30, 2022 |
PREM14A 1 d418961dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| December 12, 2022 |
EX-99.3 Exhibit 99.3 Hi everyone, Today we announced that Horizon has entered into an agreement to be acquired by Amgen for $116.50 per share, in cash, or approximately $28 billion. Here is a link to the announcement that was issued this morning: [link]. As many of you know, Amgen is a leading biotechnology company headquartered in Thousand Oaks, California. They offer more than 25 medicines aroun |
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| December 12, 2022 |
Transaction Frequently Asked Questions (“Transaction FAQ”) EX-99.2 Exhibit 99.2 Transaction Frequently Asked Questions (“Transaction FAQ”) This document includes general FAQs on the agreement as well as FAQs specific for Horizon Therapeutics plc employees. Agreement FAQs 1. What was announced? Horizon entered into an agreement to be acquired for approximately $28 billion by Amgen, a leading biotechnology company located in Thousand Oaks, California. Amgen |
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| December 12, 2022 |
EX-99.4 Exhibit 99.4 Dear [Partner], We announced that Horizon has entered into an agreement to be acquired by Amgen. Here is a link to the announcement that was issued this morning: [link]. As a valued partner, I wanted to reach out to you with this news and provide additional context. Until the transaction is completed, which is expected to occur in the first half of 2023, subject to regulatory |
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| December 12, 2022 |
Horizon Therapeutics to be Acquired by Amgen EX-99.5 Exhibit 99.5 Subject: Horizon Therapeutics to be Acquired by Amgen Good morning, Today we announced that Horizon has entered into an agreement to be acquired by Amgen for $116.50 per share in cash, or approximately $28 billion. This represents a 48 percent premium to Horizon’s closing price of $78.76 on November 29, 2022 (being the last day before Horizon’s issuance of an announcement of a |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 10, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 12, 2022 |
EX-2.2 Exhibit 2.2 APPENDIX 3 CONDITIONS OF THE ACQUISITION AND THE SCHEME The Acquisition and the Scheme will comply with the Irish Takeover Rules and, where relevant, the rules and regulations of the U.S. Exchange Act, the Irish Companies Act and the Nasdaq, and are subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document. The Acquisition and the |
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| December 12, 2022 |
EX-2.1 Exhibit 2.1 Execution Version TRANSACTION AGREEMENT dated as of December 11, 2022 among AMGEN INC. PILLARTREE LIMITED and HORIZON THERAPEUTICS PLC - TABLE OF CONTENTS Page SECTION 1. INTERPRETATION 1 1.1 Definitions 1 1.2 Construction 20 SECTION 2. RULE 2.7 ANNOUNCEMENT AND SCHEME DOCUMENT 21 2.1 Rule 2.7 Announcement 21 2.2 The Scheme 22 2.3 Change in Shares 23 2.4 Company Equity Award Hol |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 10, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| December 12, 2022 |
EX-99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES FOR IMMEDIATE RELEASE December 12, 2022 RECOMMENDED CASH OFFER for HORIZON THERAPEUTICS PLC by P |
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| November 29, 2022 |
EX-99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”). IT IS NOT AN ANNOU |
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| November 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): November 29, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incor |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZO |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): November 2, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 98-1195602 (State or other jurisdiction of incorp |
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| November 2, 2022 |
Exhibit 99.1 Horizon Therapeutics plc Reports Third-Quarter 2022 Financial Results; Increases Full-Year 2022 Net Sales and Adjusted EBITDA Guidance; Increases TEPEZZA and KRYSTEXXA Peak Annual Net Sales Expectations Third-Quarter 2022 Results: ? Net Sales of $925.4 Million ? ? GAAP Net Income of $135.8 Million; Adjusted EBITDA of $335.3 Million, Which Includes $19.0 Million of Acquired IPR&D and M |
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| October 7, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 7, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inc |
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| August 3, 2022 |
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERAPEUTICS PLC AND HORIZON THERAPEUTICS USA, INC. AND AARON L. COX This Executive Employment Agreement (hereinafter referred to as the “Agreement”), is entered into by and between Horizon Therapeutics PLC., an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, ha |
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| August 3, 2022 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERAPEUTICS PLC AND HORIZON THERAPEUTICS USA, INC. AND JACOPO LEONARDI This Executive Employment Agreement (hereinafter referred to as the “Agreement”), is entered into by and between Horizon Therapeutics plc, an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, |
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| August 3, 2022 |
Exhibit 10.4 EXECUTIVE EMPLOYMENT AND TRANSITION AGREEMENT This Executive Employment and Transition Agreement (this “Agreement”) is entered into on May 11, 2022, by and among Horizon Therapeutics plc, an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, having a principal place of business at 1 Horizon Way, Deerfield, Illinois 60 |
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| August 3, 2022 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HORIZON THERAPEUTICS PLC TREATS AS PRIVATE OR CONFIDENTIAL CONFIDENTIAL AMENDMENT NO. 4 TO COMMERCIAL SUPPLY AGREEMENT This Amendment No. 4 (the “Amendment” or this “Amendment No. 4”) to the Commercial Supply Agreement by and betw |
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| August 3, 2022 |
As filed with the Securities and Exchange Commission on August 3, 2022 As filed with the Securities and Exchange Commission on August 3, 2022 Registration No. |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): August 3, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| August 3, 2022 |
EX-FILING FEES 4 d378309dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Horizon Therapeutics Public Limited Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offer |
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| August 3, 2022 |
Exhibit 99.1 Horizon Therapeutics plc Reports Second-Quarter 2022 Financial Results and Revises Full-Year 2022 Net Sales and Adjusted EBITDA Guidance Second-Quarter 2022 Results: — Net Sales of $876.4 Million; Orphan Segment Net Sales Increased 13% to $841.3 Million — — GAAP Net Income of $61.0 Million; Adjusted EBITDA of $306.6 Million — — TEPEZZA® (teprotumumab-trbw) Net Sales of $479.8 Million |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON THE |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON TH |
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| May 4, 2022 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports First-Quarter 2022 Financial Results First-Quarter 2022 Results: — Net Sales of $885.2 Million — — GAAP Net Income of $204.3 Million; Adjusted EBITDA of $371.2 Million — — TEPEZZA® (teprotumumab-trbw) Net Sales of $501.5 Million — — KRYSTEXXA® (pegloticase injection) Net Sales of $140.7 Million — — Cash Position of $1.64 Billion as of March 31, |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 28, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| May 4, 2022 |
Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy, as amended. Exhibit 10.4 Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy Amended Effective: April 28, 2022 Each member of the Board of Directors (the ?Board?) of Horizon Therapeutics Public Limited Company (the ?Company?) other than (1) any member who is affiliated with any holder of more than 5% of the Company?s ordinary shares or (2) any member serving as an employee of |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 28, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| May 2, 2022 |
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN Exhibit 99.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans? Available Reserve plus any Returning Shares will become available for issuance pursuant to Awards |
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| March 17, 2022 |
DEFA14A 1 d89128ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| March 17, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 7, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 1, 2022 |
Exhibit 10.63 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HORIZON THERAPEUTICS PLC TREATS AS PRIVATE OR CONFIDENTIAL Master Manufacturing Services Agreement Master Manufacturing Services Agreement October 15, 2018 Master Manufacturing Services Agreement Table of Contents ARTICLE 1 STRUC |
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| March 1, 2022 |
Release and Waiver of Claims of Brian Beeler, dated as of January 6, 2022. Exhibit 10.64 RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 4.4 of the Executive Employment Agreement dated May 7, 2015, as amended by the First Amendment to Executive Employment Agreement dated May 4, 2017, (the ?Employment Agreement?), to which this form is attached, and the payments and other benefits set forth in Exhibit A, attached heret |
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| March 1, 2022 |
Exhibit 10.62 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN (As Amended and Restated Effective July 29, 2021) 1. PURPOSES OF THE PLAN; ASSUMPTION OF PLAN. The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the business of |
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| March 1, 2022 |
Subsidiaries of Horizon Therapeutics Public Limited Company. Exhibit 21.1 Subsidiaries of Horizon Therapeutics Public Limited Company: NAME: JURISDICTION OF INCORPORATION: Horizon Medicines LLC Delaware Horizon Ophthalmology, Inc Delaware Horizon Orphan Holdings LLC Delaware Horizon Orphan LLC Delaware Horizon Properties Holding LLC Delaware Horizon Therapeutics Brasil Ltda Brazil Horizon Therapeutics Capital Limited Ireland Horizon Therapeutics Finance Lim |
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| March 1, 2022 |
Exhibit 10.66 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERAPEUTICS PLC AND HORIZON THERAPEUTICS USA, INC. AND SEAN CLAYTON This Executive Employment Agreement (hereinafter referred to as the ?Agreement?), is entered into by and between Horizon Therapeutics plc, an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, ha |
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| March 1, 2022 |
Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy, as amended. Exhibit 10.3 Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy Amended Effective: October 28, 2021 Each member of the Board of Directors (the ?Board?) of Horizon Therapeutics Public Limited Company (the ?Company?) other than (1) any member who is affiliated with any holder of more than 5% of the Company?s ordinary shares or (2) any member serving as an employee |
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| March 1, 2022 |
Exhibit 99.1 Horizon Therapeutics plc Reports Fourth-Quarter 2021 and Full-Year 2021 Financial Results; Announces Full-Year 2022 Guidance Fourth-Quarter 2021 Results: ? Net Sales of $1.01 Billion Increased 36% ? ? GAAP Net Income of $173.2 Million; Adjusted EBITDA of $416.0 Million ? ? TEPEZZA? (teprotumumab-trbw) Net Sales of $589.6 Million Increased 72% ? ? KRYSTEXXA? (pegloticase injection) Net |
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| March 1, 2022 |
Release and Waiver of Claims of Barry Moze, dated as of January 10, 2022. Exhibit 10.65 RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Exhibit A, attached hereto, I, Barry Moze, hereby furnish Horizon Therapeutics PLC, and Horizon Therapeutics USA, Inc. (together the ?Company?), with the following release and waiver (?Release and Waiver?). In exchange for the consideration provided to me in Exhibit A that I am not otherwise |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): March 1, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incor |
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| March 1, 2022 |
Exhibit 10.52 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans? Available Reserve plus any Returning Shares will become available for issuance pursuant to Award |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON THERAPE |
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| February 10, 2022 |
HZNP / Horizon Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Horizon Therapeutics plc Title of Class of Securities: Common Stock CUSIP Number: G46188101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| January 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 10, 2022 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| January 10, 2022 |
Exhibit 99.1 th 40 Annual J.P. Morgan Healthcare Conference Tim Walbert Chairman, President and Chief Executive Officer Liz Thompson, Ph.D. Executive Vice President, Research and Development January 10, 2022 Forward-Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements related to Horizon?s full-year 2021 net sales and adjusted EBITDA gu |
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| December 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 16, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of i |
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| November 22, 2021 |
VIA EDGAR November 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): November 3, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| November 3, 2021 |
Exhibit 10.3 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2014 NON-EMPLOYEE EQUITY PLAN 1. GENERAL. (a) Eligible Award Recipients. The persons eligible to receive Awards are Non-employee Directors and Consultants. This Plan is intended as the successor to the Horizon Pharma, Inc. 2011 Equity Incentive Plan with respect to grants to Non-employee Directors and Consultants. (b) Available Awards. The P |
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| November 3, 2021 |
Exhibit 10.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans? Available Reserve plus any Returning Shares will become available for issuance pursuant to Awards |
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| November 3, 2021 |
Exhibit 99.1 Horizon Therapeutics plc Reports Record Third-Quarter 2021 Financial Results; Increasing Full-Year 2021 Net Sales and Adjusted EBITDA Guidance ? Record Third-Quarter 2021 Net Sales of $1.037 Billion Increased 63 Percent; Third-Quarter 2021 GAAP Net Income of $326.5 Million; Record Adjusted EBITDA of $509.0 Million ? ? Record TEPEZZA? (teprotumumab-trbw) Third-Quarter 2021 Net Sales of |
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| November 3, 2021 |
Exhibit 10.2 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN (As Amended and Restated Effective July 29, 2021) 1. PURPOSES OF THE PLAN; ASSUMPTION OF PLAN. The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the business of |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZO |
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| October 25, 2021 |
VIA EDGAR October 25, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 7, 2021 |
Appendix Excerpt from January 17, 2019 Letter CORRESP 1 filename1.htm VIA EDGAR October 7, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Cascio, Accounting Branch Chief and Christie Wong, Staff Accountant Division of Corporation Finance Office of Healthcare and Insurance RE: Horizon Therapeutics Public Ltd Company Form 10-K for the Fiscal Year Ended |
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| September 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): September 29, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of |
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| August 27, 2021 |
VIA EDGAR August 27, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 4, 2021 |
Exhibit 99.1 Horizon Therapeutics plc Reports Record Second-Quarter 2021 Financial Results; Increasing Full-Year 2021 Net Sales and Adjusted EBITDA Guidance ? Record Second-Quarter 2021 Net Sales of $832.5 Million Increased 80 Percent; Second-Quarter 2021 GAAP Net Income of $158.1 Million; Adjusted EBITDA of $366.9 Million ? ? Record TEPEZZA? (teprotumumab-trbw) Second-Quarter 2021 Net Sales of $4 |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON THE |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): August 4, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| May 5, 2021 |
nte UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZO |
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| May 5, 2021 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERPEUTICS PUBLIC PLC AND HORIZON THERAPEUTICS USA, INC. AND ELIZABETH H. Z. THOMPSON This Executive Employment Agreement (hereinafter referred to as the ?Agreement?), is entered into by and between Horizon Therapeutics PLC., an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delawa |
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| May 5, 2021 |
Exhibit 99.1 Horizon Therapeutics plc Reports First-Quarter 2021 Financial Results; Updating Full-Year 2021 Net Sales Guidance and Full-Year Adjusted EBITDA Guidance to Incorporate Recently Acquired Viela Bio, Inc. ? First-Quarter 2021 Net Sales of $342.4 Million; First-Quarter 2021 GAAP Net Loss of $123.4 Million; Adjusted EBITDA of $45.8 Million ? ? First-Quarter 2021 Orphan Segment Net Sales In |
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| May 5, 2021 |
Exhibit 4.5 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of March 15, 2021, between Viela Bio, Inc., a Delaware corporation (the ?Guaranteeing Entity?), which is a subsidiary of the Issuer (as defined below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the ?Trustee?). W I T N E S S E T H WHEREAS, Horiz |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): May 5, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incorpo |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 29, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| April 30, 2021 |
As filed with the Securities and Exchange Commission on April 30, 2021 Registration No. |
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| April 30, 2021 |
As filed with the Securities and Exchange Commission on April 30, 2021 Registration No. |
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| April 30, 2021 |
Exhibit 99.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN (As Amended and Restated Effective April 28, 2021) 1. PURPOSES OF THE PLAN; ASSUMPTION OF PLAN. The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the business of |
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| April 30, 2021 |
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN EX-99.1 Exhibit 99.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans’ Available Reserve plus any Returning Shares will become available for issuance pursuant t |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): March 30, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| March 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 15, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): March 15, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| March 15, 2021 |
Exhibit (a)(5)(F) Horizon Therapeutics plc Completes Acquisition of Viela Bio, Inc. |
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| March 15, 2021 |
[The remainder of this page is intentionally left blank] EX-99.1 Exhibit 99.1 Execution Version AMENDMENT No. 9, dated as of March 15, 2021 (this “Amendment”), to the Credit Agreement, dated as of May 7, 2015, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (the “Borrower”), Horizon Therapeutics plc, an Irish public limited company (f/k/a Horizon Pharma Public Limited Company) (“Irish Holdco”), the Subsidiary Guarantors party thereto |
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| March 15, 2021 |
SC TO-T/A 1 d14488dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect wholl |
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| March 12, 2021 |
Exhibit (d)(9) March 4, 2021 Jorn Drappa, M.D., Ph.D. E-Transmission Dear Jorn, On behalf of Horizon Therapeutics Public Limited Company (?the Company?), it is my pleasure to offer you the position of the Company?s executive vice president, research and development, reporting directly to me. In this position you will be a member of the Executive Committee. This letter sets forth the proposed terms |
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| March 12, 2021 |
Exhibit (d)(7) CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made by and between HORIZON THERAPEUTICS USA, INC. |
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| March 12, 2021 |
Exhibit (d)(6) CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made by and between HORIZON THERAPEUTICS USA, INC. |
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| March 12, 2021 |
SC TO-T/A 1 d127825dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect whol |
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| March 12, 2021 |
Exhibit (d)(8) CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made by and between HORIZON THERAPEUTICS USA, INC. |
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| March 5, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 4, 2021 |
CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 Exhibit (b)(2) CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 CONFIDENTIAL February 11, 2021 Horizon Therapeutics USA, Inc. c/o Horizon Therapeutics plc Connaught House, 1st Floor 1 Burlington Road Dublin 4, D04 C5Y6 Ireland A |
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| March 4, 2021 |
Consulting Agreement by and between Parent and Zhengbin Yao, dated as of February 27, 2021. Exhibit (d)(5) CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made by and between HORIZON THERAPEUTICS USA, INC. |
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| March 4, 2021 |
SC TO-T/A 1 d151283dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect whol |
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| March 4, 2021 |
CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 Exhibit (b)(i) CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 CONFIDENTIAL January 31, 2021 Horizon Therapeutics USA, Inc. c/o Horizon Therapeutics plc Connaught House, 1st Floor 1 Burlington Road Dublin 4, D04 C5Y6 Ireland Attention: Paul W. Hoelscher Project Venus Commitment Letter Ladies and |
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| March 3, 2021 |
4401 EASTGATE MALL, SAN DIEGO, CA 92121-1909 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM Barbara L. Borden VIA EDGAR +1 858 550 6064 [email protected] March 3, 2021 Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Viela Bio, Inc. Amended Schedule TO-T filed February 26, 2021 by Teiripic Merger Sub, Inc., et al. File No. 005-91167 Dear Mr. Duchovny: On behalf of Teiripic Merger Sub, |
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| February 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect wholly owned subsidiary of Horizon Therapeuti |
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| February 26, 2021 |
4401 EASTGATE MALL, SAN DIEGO, CA 92121-1909 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM CORRESP 1 filename1.htm Barbara L. Borden VIA EDGAR +1 858 550 6064 [email protected] February 26, 2021 Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Viela Bio, Inc. Schedule TO-T filed February 12, 2021 by Teiripic Merger Sub, Inc., Horizon Therapeutics USA, Inc., and Horizon Therapeutics Pu |
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| February 24, 2021 |
inte s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON |
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| February 24, 2021 |
Subsidiaries of Horizon Therapeutics Public Limited Company. Exhibit 21.1 Subsidiaries of Horizon Therapeutics Public Limited Company: NAME: JURISDICTION OF INCORPORATION: Horizon Medicines LLC Delaware Horizon Ophthalmology, Inc Delaware Horizon Orphan Holdings LLC Delaware Horizon Orphan LLC Delaware Horizon Pharma Israel Holding Corp. Ltd Israel Horizon Therapeutics Capital Limited Ireland Horizon Therapeutics Finance Limited Ireland Horizon Therapeutics |
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| February 24, 2021 |
Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the ?Agreement?) is made and entered into as of April 16, 1999, among |
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| February 24, 2021 |
Exhibit 10.35 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN HORIZON ORPHAN LLC AND THE REGENTS OF THE UNIVERSITY OF CALIFORN |
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| February 24, 2021 |
Exhibit 10.28 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. Standard Form (PPI, April 2, 2010) Manufacturing Services Agreement November 15, 2010 Standard Form (PPI, April |
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| February 24, 2021 |
Exhibit 10.24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. COMMERCIAL SUPPLY AGREEMENT This Commercial Supply Agreement (this ?Agreement?) is entered into as of October 1 |
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| February 24, 2021 |
Exhibit 10.70 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. SECOND AMENDMENT TO THE SUPPLY AGREEMENT THIS SECOND AMENDMENT (?Amendment?) is entered into effective this 22n |
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| February 24, 2021 |
Exhibit 10.67 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERPEUTICS PUBLIC PLC AND HORIZON THERAPEUTICS USA, INC. AND DANIEL CAMARDO This Executive Employment Agreement (hereinafter referred to as the ?Agreement?), is entered into by and between Horizon Therapeutics PLC., an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corpor |
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| February 24, 2021 |
Exhibit 10.25 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO COMMERCIAL SUPPLY AGREEMENT THIS FIFTH AMENDMENT TO THE AGREEMENT (?Fifth Amendment?) is ent |
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| February 24, 2021 |
Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. EXECUTION COPY SETTLEMENT AGREEMENT AND FIRST AMENDMENT TO LICENSE AGREEMENT This Settlement Agreement and Firs |
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| February 24, 2021 |
Exhibit 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into as of the 12th day of August 1998, by and amo |
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| February 24, 2021 |
Exhibit 10.22 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. SUPPLY AGREEMENT Dated: August 3, 2015 between CREALTA Pharmaceuticals LLC and NOF CORPORATION 1 SUPPLY AGREEME |
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| February 24, 2021 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Record Fourth-Quarter and Full-Year 2020 Financial Results; Announces Full-Year 2021 Guidance - Record Fourth-Quarter 2020 Net Sales of $745.3 Million Increased 105 Percent; Fourth-Quarter 2020 GAAP Net Income of $190.6 Million; Adjusted EBITDA of $371.0 Million - - Record Full-Year 2020 Net Sales of $2.20 Billion Driven by 110 Percent Growth i |
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| February 24, 2021 |
Exhibit 10.21 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. COMMERCIAL SUPPLY AGREEMENT between SAVIENT PHARMACEUTICALS INC. and BIO-TECHNOLOGY GENERAL (ISRAEL) LTD. COMME |
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| February 24, 2021 |
Exhibit 10.68 EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERPEUTICS PLC AND HORIZON THERAPEUTICS USA, INC. AND KARIN ROSEN This Executive Employment Agreement (hereinafter referred to as the ?Agreement?), is entered into by and between Horizon Therapeutics PLC., an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, eac |
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| February 24, 2021 |
Exhibit 10.72 ASSIGNMENT AND AMENDMENT OF AGREEMENT This Assignment of Agreement (the ?Assignment?) is entered into on 14 day of February 2018 by and between River Vision Development Corporation, now known as Horizon Pharma Tepro, Inc., and having its principal place of business at 150 South Saunders Road, Lake Forest, IL 60045 (?River Vision?), and CMC Biologics A/S, dba AGC Bilogics, a duly inco |
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| February 24, 2021 |
Exhibit 10.23 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. EXECUTION COPY ASSET PURCHASE AGREEMENT between UCYCLYD PHARMA, INC., and HYPERION THERAPEUTICS, INC. dated as |
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| February 24, 2021 |
Exhibit 10.69 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON PHARMA, INC., HORIZON PHARMA USA, INC. AND JEFFREY W. SHERMAN, M.D. This Amended and Restated Employment Agreement (hereinafter referred to as the ?Agreement?), dated July 27, 2010, is entered into effective July 27, 2010 (the ?Effective Date?) by and between Horizon Pharma, Inc., a Delaware corporation, and i |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect wholly owned subsidiary of Horizon Therapeuti |
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| February 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): February 24, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of i |
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| February 12, 2021 |
Letter Agreement, dated as of November 20, 2020, by and between Ultimate Parent and Viela Exhibit (d)(4) CONFIDENTIAL November 20, 2020 Tim Walbert Horizon Therapeutics plc Chairman, President and Chief Executive Officer CONNAUGHT House, 1st Floor 1 Burlington Road, Dublin 4, D04 C5Y6 Ireland Ladies and Gentlemen: Thank you again for your most recent letter of November 16, 2020 updating the non-binding proposal of Horizon Therapeutics plc (?Horizon?) to acquire 100% of the fully-diluted securities of Viela Bio, Inc. |
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| February 12, 2021 |
Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of VIELA BIO, INC. |
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| February 12, 2021 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of VIELA BIO, INC. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. A direct wholly owned subsidiary of Horizon Therapeutics USA, Inc. An indirect wholly owned subsidiary of Horizon Therapeutics Public Limited |
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| February 12, 2021 |
Offer to Purchase, dated as of February 12, 2021 Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Viela Bio, Inc. |
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| February 12, 2021 |
Form of Letter of Transmittal (including Internal Revenue Service Form W-9) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of VIELA BIO, INC. |
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| February 12, 2021 |
Exhibit (b)(2) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. |
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| February 12, 2021 |
Mutual Nondisclosure Agreement, dated as of July 15, 2020, by and between Ultimate Parent and Viela Exhibit (d)(3) MUTUAL NONDISCLOSURE AGREEMENT THIS MUTUAL NONDISCLOSURE AGREEMENT (the ?Agreement?), is made effective as of July 15, 2020 (the ?Effective Date?) by and between HORIZON THERAPEUTICS PLC (?Horizon?), an Irish company, with its principal place of business located at Connaught House, 1st Floor, 1 Burlington Road, Dublin D04 C5Y6, Ireland and VIELA BIO, INC. |
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| February 12, 2021 |
Summary Advertisement, as published in The New York Times on February 12, 2021 Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 12, 2021 |
Form of Notice of Guaranteed Delivery Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of All Outstanding Shares of Common Stock of VIELA BIO, INC. |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Horizon Therapeutics plc Title of Class of Securities: Common Stock CUSIP Number: G46188101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 4, 2021 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. an indirect wholly owned subsidiary of Horizon Therapeutics Public Limited Company (Name of Filing Persons (Offerors)) Common Stock, $ |
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| February 4, 2021 |
EX-99.(a)(5)(D) Exhibit (a)(5)(D) FAQs Is this public? Am I allowed to share the information with others? The deal has been announced publicly but has not yet closed. Please do not share anything beyond what has already been made public. Will there be layoffs? One of the goals of this transaction is to fuel growth, and we do not anticipate significant layoffs. In fact, there will be additional hir |
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| February 1, 2021 |
EX-2.1 Exhibit 2.1 CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland. Dated as of January 31, 2021 |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 31, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other Jurisdiction of In |
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| February 1, 2021 |
EX-99.(A)(5)(C) 3 d49773dex99a5c.htm EX-99.(A)(5)(C) Exhibit (a)(5)(c) Subject: Horizon to Acquire Viela Bio, Inc. Hi everyone, I am pleased to share that today we take a significant step in advancing our strategy to expand our pipeline with the acquisition of Viela Bio, Inc., a biotechnology company based in Gaithersburg, Maryland, focused on the discovery, development and commercialization of tr |
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| February 1, 2021 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Viela Bio, Inc. (Name of Subject Company (Issuer)) Teiripic Merger Sub, Inc. an indirect wholly owned subsidiary of Horizon Therapeutics Public Limited Company (Name of Filing Persons (Offerors)) Common Stock, $ |
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| February 1, 2021 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 31, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other Jurisdicti |
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| February 1, 2021 |
Investor Presentation, dated February 1, 2021. EX-99.4 Horizon Acquisition of Viela Bio February 1, 2021 Exhibit 99.4 Agenda Review of Viela Pipeline Financial Overview and Transaction Details Overview and Strategic Rationale Q&A Tim Walbert Chairman, President and Chief Executive Officer Karin Rosén, M.D., Ph.D. Executive Vice President, R&D and Chief Scientific Officer Paul Hoelscher Executive Vice President, Chief Financial Officer Tim Walb |
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| February 1, 2021 |
EX-99.4 Horizon Acquisition of Viela Bio February 1, 2021 Exhibit 99.4 Agenda Review of Viela Pipeline Financial Overview and Transaction Details Overview and Strategic Rationale Q&A Tim Walbert Chairman, President and Chief Executive Officer Karin Rosén, M.D., Ph.D. Executive Vice President, R&D and Chief Scientific Officer Paul Hoelscher Executive Vice President, Chief Financial Officer Tim Walb |
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| February 1, 2021 |
EX-2.1 Exhibit 2.1 CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland. Dated as of January 31, 2021 |
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| February 1, 2021 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) Hello everyone, Thank you for allowing me time to join your town hall this morning. It was great to be able to talk with you live, even if remotely. I wanted to follow up with an email to welcome you to the Horizon family. I say family because that’s what I consider the more than 1,400 employees who make up our company – and now, all of you. I wanted to share a li |
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| February 1, 2021 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc to Acquire Viela Bio, Inc. to Significantly Expand Development Pipeline and Grow Rare Disease Medicine Portfolio - Conference Call Today at 8 a.m. EST to Discuss Transaction - - Provides TEPEZZA® (teprotumumab-trbw) Supply Update; Submitted Prior Approval Supplement to FDA to Support Increased Scale Production of TEPEZZA - DUBLIN and GAITHERSBURG, Md. |
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| February 1, 2021 |
EX-99.2 Exhibit 99.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”), Teiripic Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”). RECITALS A. Stockholder is a holder of record a |
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| February 1, 2021 |
Form of Tender and Support Agreement. EX-99.2 Exhibit 99.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”), Teiripic Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”). RECITALS A. Stockholder is a holder of record a |
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| February 1, 2021 |
EX-99.3 Exhibit 99.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 CONFIDENTIAL January 31, 2021 |
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| February 1, 2021 |
CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 EX-99.3 Exhibit 99.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 CONFIDENTIAL January 31, 2021 |
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| February 1, 2021 |
Press Release, dated February 1, 2021. EX-99.1 Exhibit 99.1 Horizon Therapeutics plc to Acquire Viela Bio, Inc. to Significantly Expand Development Pipeline and Grow Rare Disease Medicine Portfolio - Conference Call Today at 8 a.m. EST to Discuss Transaction - - Provides TEPEZZA® (teprotumumab-trbw) Supply Update; Submitted Prior Approval Supplement to FDA to Support Increased Scale Production of TEPEZZA - DUBLIN and GAITHERSBURG, Md. |
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| January 11, 2021 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Provides Preliminary 2020 Financial Results, Exceeding Full-Year 2020 Net Sales and Adjusted EBITDA Guidance; Provides Update on TEPEZZA® (teprotumumab-trbw) Supply and New KRYSTEXXA® (pegloticase injection) Trials – Company to present at 39th Annual J.P. Morgan Healthcare Conference on Tuesday, Jan. 12, 2021 at 11:40 a.m. ET – DUBLIN – Jan. 11, 2021 – |
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| January 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 11, 2021 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| December 23, 2020 |
Regulation FD Disclosure - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 22, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of i |
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| December 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 17, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of i |
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| November 2, 2020 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Record Third-Quarter 2020 Results; Increases TEPEZZA® Full-Year Net Sales Guidance to Greater Than $800 Million; Increases Full-Year 2020 Net Sales and Adjusted EBITDA Guidance — Record Third-Quarter 2020 Net Sales of $636.4 Million Increased 90 Percent; Third-Quarter 2020 GAAP Net Income of $292.8 Million; Adjusted EBITDA of $329.8 Million — — |
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| November 2, 2020 |
EX-101 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. CONFIDENTIAL AMENDMENT NO. 3 TO COMMERCIAL SUPPLY AGREEMENT This Amendment No. 3 (the “Amendment”) to the |
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| November 2, 2020 |
EX-10.2 Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. CONFIDENTIAL DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT This agreement is made as of June 10, 2015 |
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| November 2, 2020 |
nte UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HO |
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| November 2, 2020 |
EX-10.4 Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. EXECUTION COPY API SUPPLY AGREEMENT This API Supply Agreement (“Agreement”) is made as of the 3rd day of |
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| November 2, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): November 2, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| November 2, 2020 |
EX-10.3 Exhibit 10.3 Execution Version INCREMENTAL AMENDMENT This INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENT (this “Agreement”), dated as of August 17, 2020, is entered into by and among JPMORGAN CHASE BANK, N.A., as an Incremental Revolving Lender and as an Issuing Bank (in such capacities, the “New Lender”), HORIZON THERAPEUTICS USA, INC., a Delaware corporation (the “Borrower”), and CIT |
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| August 10, 2020 |
424B5 1 d73474d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-230054 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Ordinary shares, nominal value $0.0001 per share 13,570,000 $71 |
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| August 10, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): August 6, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| August 10, 2020 |
EX-1.1 Exhibit 1.1 Execution Version HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 11,800,000 ORDINARY SHARES, NOMINAL VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT August 6, 2020 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Piper Sandler & Co. Stifel, Nicolaus & Company, Incorporated As Representatives of the Underwriters listed on Schedule I c/o Citigroup Glob |
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| August 5, 2020 |
nte UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZON |
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| August 5, 2020 |
EX-101 Exhibit 10.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans’ Available Reserve plus any Returning Shares will become available for issuance pursuant to Awards granted under |
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| August 5, 2020 |
SUBJECT TO COMPLETION, DATED AUGUST 5, 2020 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-230054 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| August 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): August 3, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| August 5, 2020 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Record Second-Quarter 2020 Results; Increases TEPEZZA® Full-Year Net Sales Guidance to Greater Than $650 Million; Increases Full-Year 2020 Net Sales and Adjusted EBITDA Guidance — Record Second-Quarter 2020 Net Sales of $462.8 Million Increased 44 Percent; Second-Quarter 2020 GAAP Net Loss of $80.0 Million; Adjusted EBITDA of $190.7 Million — — |
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| June 23, 2020 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): June 18, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incor |
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| June 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): June 3, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incorp |
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| May 6, 2020 |
EX-4.6 Exhibit 4.6 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 23, 2020, between HORIZON PROPERTIES HOLDING LLC and CURZION PHARMACEUTICALS, INC. (each, a “Guaranteeing Entity”), each a subsidiary of Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.), a Delaware corporation (the “Issuer”), and U.S. Bank Nat |
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| May 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): May 6, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of incorpo |
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| May 6, 2020 |
nte UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HORIZO |
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| May 6, 2020 |
EX-4.5 Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 19, 2019, between HZNP FINANCE LIMITED (the “Guaranteeing Entity”), a subsidiary of Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.), a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee under the Indenture re |
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| May 6, 2020 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Strong First-Quarter 2020 Financial Results; Increasing TEPEZZA™ Full-Year 2020 Net Sales Guidance to Greater Than $200 Million Due to Rapid Uptake; Increasing Full-Year 2020 Net Sales Guidance — First-Quarter 2020 Net Sales of $355.9 Million Increased 27 Percent; First-Quarter 2020 GAAP Net Loss of $13.6 Million; Adjusted EBITDA of $107.2 Mill |
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| May 1, 2020 |
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2020 EMPLOYEE SHARE PURCHASE PLAN EX-99.2 Exhibit 99.2 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2020 EMPLOYEE SHARE PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase Ordinary Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee |
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| May 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 30, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| May 1, 2020 |
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2020 EQUITY INCENTIVE PLAN EX-99.1 Exhibit 99.1 HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY 2020 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Relationship to Prior Plans. The Plan is the successor to the 2014 Plan. As of the Effective Date, (i) no additional awards may be granted under the 2014 Plan; (ii) the Prior Plans’ Available Reserve plus any Returning Shares will become available for issuance pursuant to Awards granted unde |
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| May 1, 2020 |
S-8 As filed with the Securities and Exchange Commission on May 1, 2020 Registration No. |
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| May 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 30, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of inco |
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| April 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 24, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland (State or other jurisdiction of incorporation) 001-35238 (Com |
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| April 2, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 2, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland (State or other jurisdiction of incorporation) 001-35238 (Comm |
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| April 2, 2020 |
EXHIBIT 99.1 Horizon Therapeutics plc Acquires Curzion Pharmaceuticals, Inc. and its LPAR1 Antagonist Product Candidate to Expand Development-Stage Pipeline - Gained Rights to Product Candidate, CZN001 (renamed HZN-825), a Potential Treatment for Diffuse Cutaneous Systemic Sclerosis; a Rare Rheumatic Disease with No FDA-Approved Treatment - - Compelling Fit with Horizon’s Strategy to Acquire and D |
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| March 18, 2020 |
HZNP / Horizon Pharma plc DEFA14A - - DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 18, 2020 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 6, 2020 |
HZNP / Horizon Pharma plc PRE 14A - - PRE 14A PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 26, 2020 |
EX-10.78 Exhibit 10.78 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. AMENDMENT NO. 2 TO COMMERCIAL SUPPLY AGREEMENT This Amendment No. 2 (the “Second Amendment”) to the Co |
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| February 26, 2020 |
EX-10.80 Exhibit 10.80 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. AMENDMENT TO THE SUPPLY AGREEMENT BETWEEN CREALTA Pharmaceuticals LLC AND NOF CORPORATION THIS AMENDME |
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| February 26, 2020 |
EX-4.6 Exhibit 4.6 DESCRIPTION OF SHARE CAPITAL The following description of the share capital of Horizon Therapeutics public limited company (the “Company”) is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Act 2014 (as amended) (the “Companies Act”), and the complete text of the Company’s constitution, which is compris |
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| February 26, 2020 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Reports Fourth-Quarter and Full-Year 2019 Financial Results; Announces Full-Year 2020 Guidance — Record Fourth-Quarter 2019 Net Sales of $363.5 Million Driven by 14 Percent Growth in the Orphan and Rheumatology Segment; Fourth-Quarter 2019 GAAP Net Income of $592.8 Million; Adjusted EBITDA of $139.9 Million — — Record Full-Year 2019 Net Sales of $1.30 |
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| February 26, 2020 |
octb inte s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35238 HOR |
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| February 26, 2020 |
Subsidiaries of Horizon Therapeutics Public Limited Company. Exhibit 21.1 Subsidiaries of Horizon Therapeutics Public Limited Company: NAME: JURISDICTION OF INCORPORATION: Andromeda Biotech Limited Israel Horizon Medicines LLC Delaware Horizon Ophthalmology, Inc Delaware Horizon Orphan Holdings LLC Delaware Horizon Orphan LLC Delaware Horizon Pharma Aon Limited Ireland Horizon Pharma Dó Limited Ireland Horizon Pharma Israel Holding Corp. Ltd Israel Horizon |
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| February 26, 2020 |
EX-10.79 Exhibit 10.79 Amendment No. 2 to Commercial Supply Agreement BETWEEN CAMBREX PROFARMACO MILANO, and HORIZON PHARMA IRELAND LIMITED Background: This Amendment No. 2 (“Amendment No. 2”) is made by and between Cambrex Profarmaco Milano Srl, Via E. Curiel, 34, 20067 Paullo (MI), Italy (“Cambrex”) and Horizon Pharma Ireland Limited with its registered office at Connaught House, 1st Floor, 1 Bu |
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| February 26, 2020 |
EX-10.70 Exhibit 10.70 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. EXECUTION VERSION License Agreement by and among F. Hoffmann-La Roche Ltd, a Swiss corporation; Hoffma |
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| February 26, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): February 26, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of i |
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| February 26, 2020 |
EX-10.45 Exhibit 10.45 January 23, 2020 Shao Lee Lin, MD PhD 1111 Evergreen Dr. Lake Forest, IL 60045 Dear Shao-Lee: Pursuant to Section 4.1.3 of the Executive Employment Agreement, effective January 8, 2018, by and between Horizon Therapeutics Inc. (formerly known as Horizon Pharma, Inc.), Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.) (collectively referred to as “Ho |
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| February 12, 2020 |
HZNP / Horizon Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Horizon Therapeutics Plc Title of Class of Securities: Common Stock CUSIP Number: G46188101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| January 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 23, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| January 21, 2020 |
EX-99.1 Exhibit 99.1 FDA Approves TEPEZZATM (teprotumumab-trbw) for the Treatment of Thyroid Eye Disease (TED) — First and only FDA-approved medicine for TED, a serious, progressive, vision-threatening rare disease — — Clinical improvements were seen as early as six weeks, with continued improvement across the 24-week treatment period — — Approval comes ahead of the Prescription Drug User Fee Act |
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| January 21, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 21, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| January 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): January 13, 2020 Horizon Therapeutics Public Limited Company (Exact name of registrant as specified in its charter) Ireland 001-35238 Not Applicable (State or other jurisdiction of in |
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| January 13, 2020 |
EX-99.1 Exhibit 99.1 Horizon Therapeutics plc Increases Peak U.S. Annual Net Sales Expectations for Key Growth Drivers; Provides Update on Several Pipeline Programs — Increases KRYSTEXXA® (pegloticase injection) Peak U.S. Annual Net Sales Expectations to More Than $1 Billion — — Increases Teprotumumab Peak U.S. Annual Net Sales Expectations to More Than $1 Billion — — Announces 79 Percent of Patie |
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| January 13, 2020 |
EX-99.2 J.P. Morgan 38th Annual Healthcare Conference 2020 Chairman, President and Chief Executive Officer Timothy Walbert Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements related to expected financial performance and operating results in 2019 and future periods, including potential growth in net sales of certa |
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| January 10, 2020 |
HZNP / Horizon Pharma plc / SCOPIA CAPITAL MANAGEMENT LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
