---
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"
generated_at: "2026-06-10T01:41:04.833658+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Zynerba acquired by Harmony for $1.1059/share cash plus CVR worth up to $2.5444

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-23-047687
- form_type: 8-K
- cik: 0001621443
- company_name: Zynerba Pharmaceuticals, Inc.
- filed_at: 2023-10-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 2.01, 5.03, 3.01, 3.03, 5.01, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-047687
- JSON: https://secwatch.observer/filing/0001140361-23-047687.json
- Plain text: https://secwatch.observer/filing/0001140361-23-047687.txt

## Key facts
- Executive change
  Christian Ulrich was appointed as Secretary at Zynerba Pharmaceuticals, Inc..
  - Action: became
  - Role: Secretary
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm
- Executive change
  Sandip Kapadia was appointed as director at Zynerba Pharmaceuticals, Inc..
  - Action: became
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm
- Executive change
  Sandip Kapadia was appointed as President, Chief Executive Officer and Chief Financial Officer at Zynerba Pharmaceuticals, Inc..
  - Action: became
  - Role: President, Chief Executive Officer and Chief Financial Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm
- Executive change
  Christian Ulrich was appointed as director at Zynerba Pharmaceuticals, Inc..
  - Action: became
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm
- Governance Changes
  Zynerba Pharmaceuticals, Inc.: Certificate of incorporation amended and restated.
  - Change: charter amendment
  source text: the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2
  evidence_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Harmony Biosciences Holdings, Inc.
  - Consideration: $1.1059 per Share plus one contingent value right
  - Closing: 2023-10-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1621443/000114036123047687/0001140361-23-047687-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.