{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-047687","form_type":"8-K","ticker":null,"cik":"0001621443","company_name":"Zynerba Pharmaceuticals, Inc.","filed_at":"2023-10-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.817033+00:00","generated_at":"2026-06-10T01:41:04.833658+00:00","sec_items":["2.01","5.03","3.01","3.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Zynerba acquired by Harmony for $1.1059/share cash plus CVR worth up to $2.5444","bullets":["Each Zynerba share converted into $1.1059 cash plus one CVR with max potential payments of $2.5444 per share.","CVR milestones include $15M for RECONNECT trial completion by June 2026; up to $30M for meeting primary endpoint with statistical significance.","Additional CVR milestones: $35M for first NDA approval, $15M for second; $15M for $250M cumulative net sales, $30M for $500M.","Change in control: Zynerba became wholly owned by Harmony; board and officers replaced by Harmony designees.","Shares to be delisted from Nasdaq; company intends to deregister under Section 12(g) of Exchange Act."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-047687","json":"https://secwatch.observer/filing/0001140361-23-047687.json","markdown":"https://secwatch.observer/filing/0001140361-23-047687.md","text":"https://secwatch.observer/filing/0001140361-23-047687.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/ny20011256x2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T01:41:04.833658+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a1365bab55","claim":"Christian Ulrich was appointed as Secretary at Zynerba Pharmaceuticals, Inc..","evidence_excerpt":"Sandip Kapadia and Christian Ulrich , the Chief Executive Officer and Secretary, respectively, of Purchaser immediately prior to the Effective Time, became the (i) President, Chief Executive Officer and Chief Financial Officer and (ii) Secretary, respectively, of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Secretary"}],"fact_type":"executive_change"},{"claim_id":"bbb21634ba","claim":"Sandip Kapadia was appointed as director at Zynerba Pharmaceuticals, Inc..","evidence_excerpt":"each of Sandip Kapadia and Christian Ulrich , each a director of Purchaser immediately prior to the Effective Time, became a director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"c488aa2b8d","claim":"Sandip Kapadia was appointed as President, Chief Executive Officer and Chief Financial Officer at Zynerba Pharmaceuticals, Inc..","evidence_excerpt":"Sandip Kapadia and Christian Ulrich , the Chief Executive Officer and Secretary, respectively, of Purchaser immediately prior to the Effective Time, became the (i) President, Chief Executive Officer and Chief Financial Officer and (ii) Secretary, respectively, of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","confidence":0.95,"family_label":"Executive 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incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","confidence":0.4,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"d05fa655d8f815877ba68c4ee21578b34e50a969","claim":"Zynerba Pharmaceuticals, Inc. underwent a change of control involving Harmony Biosciences Holdings, Inc. for $1.1059 per Share plus one contingent value right (closed 2023-10-10).","evidence_excerpt":"commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”), at a price of (i) $ 1.1059 per Share (the “Closing Amount”), in cash, subject to any applicable withholding of taxes and without interest, plus (ii) one contingent value right (each, a “CVR”) per Share ,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Harmony Biosciences Holdings, Inc."},{"label":"Consideration","value":"$1.1059 per Share plus one contingent value right"},{"label":"Closing","value":"2023-10-10"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}