UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange
Act of 1934
ZYNERBA PHARMACEUTICALS, INC.
(Name of Subject Company)
ZYNERBA PHARMACEUTICALS, INC.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98986X109
(CUSIP Number of Class of Securities)
Armando Anido
Chairman and Chief Executive Officer
Zynerba Pharmaceuticals, Inc.
80 W. Lancaster Avenue, Suite 300
Devon, PA 19333
(484) 581-7505
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Person Filing
Statement)
With copies to:
Rachael M. Bushey, Esq.
Jennifer L. Porter, Esq.
Goodwin Procter LLP
One Commerce Square
2005 Market St., 32nd Floor
Philadelphia, PA 19103
(445) 207-7805
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing relates solely to preliminary
communications made before the commencement of a planned tender offer (the “Offer”) by Xylophone
Acquisition Corp. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Harmony Biosciences Holdings,
Inc. (“Harmony”), a Delaware corporation, to acquire all of the issued and outstanding shares of common stock, par value $0.001
per share, of Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Zynerba”), to be commenced
pursuant to the Agreement and Plan of Merger, dated as of August 14, 2023, by and among Harmony, Merger Sub and the Company (the
“Merger Agreement”). Following the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”)
with the Company continuing as the surviving corporation, pursuant to Section 251(h) of the Delaware General Corporation Law. This Schedule 14D-9 filing consists
of the following documents relating to the proposed Offer and Merger:
(i) On August 14, 2023, Stephen O’Quinn, the Company’s
Vice President, Medical Affairs, provided the electronic communication attached hereto as Exhibit 99.1 to the Company’s 22q11.2
Deletion Syndrome Scientific Advisory Board.
(ii) On August 14, 2023, Stephen O’Quinn, the Company’s
Vice President, Medical Affairs, provided the electronic communication attached hereto as Exhibit 99.2 to the Company’s Fragile
X Syndrome (“FXS”) Scientific Advisory Board.
(iii) On August 14, 2023, Terri Sebree, the Company’s
President, provided the electronic communication attached hereto as Exhibit 99.3 to the Company’s FXS clinical trial investigators.
(iv) On August 14, 2023, Terri Sebree, the Company's
President, provided the electronic communication attached hereto as Exhibit 99.4 to the Company’s Australian FXS advocacy
group.
(v) On August 14, 2023, Terri Sebree, the Company’s
President, provided the electronic communication attached hereto as Exhibit 99.5 to certain of the Company’s vendors and partners.
(vi) On August 14, 2023, Terri Sebree, the Company’s
President, provided the electronic communication attached hereto as Exhibit 99.6 to the Company’s general investigators.
(vii) On August 14, 2023, Stephen O'Quinn, the Company's Vice President, Medical Affairs, provided the electronic communication attached
hereto as Exhibit 99.7 to the Company's US FXS advocacy group.
(viii) On August 14, 2023, Stephen O'Quinn, the Company's Vice President, Medical Affairs, provided the electronic communication attached
hereto as Exhibit 99.8 to the Company's Autism Spectrum Disorder Scientific Advisory Board.
Forward Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters
of historical fact should be considered forward-looking statements. These forward-looking statements, including as they relate to Harmony
and Zynerba, the anticipated occurrence, manner and timing of the proposed transaction, the future development of their technologies and
product candidates, including the development of and market opportunities for Zynerba’s technology and product candidates, the future
value (if any) of the contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed
transaction, are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include, among
others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time necessary to consummate
the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may arise in successfully integrating
the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected benefits of the proposed transaction; the
proposed transaction may involve unexpected costs; the businesses may suffer as a result of uncertainty surrounding the proposed transaction,
including difficulties in maintaining relationships with third parties or retaining key employees; and even if the transaction is consummated
no contingent consideration may become payable. For further discussion of these and other risks and uncertainties, see Harmony’s
and Zynerba’s most recent Form 10-K and Form 10-Q filings with the United States Securities and Exchange Commission (the “SEC”),
including under the headings “Risk Factors.” You are cautioned to not place undue reliance on forward-looking statements,
which speak only as of the date of this document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any
of the information in this document.
Additional Information And Where To Find It
In connection with the proposed acquisition, Harmony will commence
a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender
offer materials that Harmony and Merger Sub will file with the SEC upon commencement of the
tender offer. At the time the tender offer is commenced, Harmony and Merger Sub will file tender offer materials on Schedule TO, and
Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of
shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal
and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended
or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should
consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of
Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s website at www.sec.gov. In addition, these materials will be available at no charge on the Enhanced SEC Filings
section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing a request to the information
agent for the tender offer, whose contact information will be set forth in the Offer to Purchase.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
22q Scientific Advisory Board Email, provided August 14, 2023.* |
| |
|
|
| 99.2 |
|
FXS Scientific Advisory Board Email, provided August 14, 2023.* |
| |
|
|
| 99.3 |
|
FXS Clinical Trial Investigator Email, provided August 14, 2023.* |
| |
|
|
| 99.4 |
|
FXS Advocacy Group (AUS) Email, provided August 14, 2023.* |
| |
|
|
| 99.5 |
|
Vendor and Partner Email, provided August 14, 2023.* |
| |
|
|
| 99.6 |
|
General Investigator Email, provided August 14, 2023.* |
| |
|
|
| 99.7 |
|
FXS Advocacy Group (US) Email, provided August 14, 2023.* |
| |
|
|
| 99.8 |
|
ASD Scientific Advisory Board Email, provided August 14, 2023.* |
* Portions of this exhibit have been redacted in accordance with Regulation S-K Item 601(a)(6).
Exhibit 99.1
14 August 2023
Good day,
As announced this morning in a joint press release (attached), Harmony
Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical company dedicated to developing and commercializing innovative therapies
for patients with rare neurological diseases, has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”).
The acquisition is intended to support Harmony’s goal of building a diversified portfolio of innovative assets that treat rare neuropsychiatric
disorders. The deal is expected to close by the fourth quarter of 2023, subject to customary closing conditions.
The support of our Scientific Advisory Board and your guidance has
brought Zynerba to this point in our history, and for that we are truly grateful.
Your partnership has been invaluable to Zynerba and we believe that
Harmony is uniquely positioned to support the clinical development of Zygel with your continued support along the way.
I will remain your point of contact for the immediate future and at
the appropriate time, I will introduce you to any new contacts. I am happy to address any questions or concerns you have about this news
and encourage you to reach out to me at [*****].
Sincerely,
Stephen O’Quinn
Stephen O’Quinn
Vice President, Medical Affairs
Forward Looking Statements
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that do not relate to
matters of historical fact should be considered forward-looking statements. These forward-looking statements, including as they relate
to Harmony and Zynerba, the anticipated occurrence, manner and timing of the proposed transaction, the future development of their technologies
and product candidates, including the development of and market opportunities for Zynerba’s technology and product candidates,
the future value (if any) of the contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the
proposed transaction, are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include, among
others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time necessary to consummate
the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may arise in successfully integrating
the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected benefits of the proposed transaction;
the proposed transaction may involve unexpected costs; the businesses may suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships with third parties or retaining key employees; and even if the transaction
is consummated no contingent consideration may become payable. For further discussion of these and other risks and uncertainties, see
Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q filings with the United States Securities and Exchange Commission
(the "SEC"), including under the headings “Risk Factors.” You are cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this document. Except as required by law, neither Harmony nor Zynerba is under any duty
to update any of the information in this document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional Information And Where To Find It
In connection with the proposed acquisition, Harmony will commence
a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender
offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the
tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares
of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal
and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended
or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should
consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of
Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s website at www.sec.gov. In addition, these materials will be available at no charge on the Enhanced SEC Filings section
of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing a request to the information agent for
the tender offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.2
14 August 2023
Good day,
As announced this morning in a joint press release (attached), Harmony
Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical company dedicated to developing and commercializing innovative therapies
for patients with rare neurological diseases, has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”).
The acquisition is intended to support Harmony’s goal of building a diversified portfolio of innovative assets that treat rare neuropsychiatric
disorders. The deal is expected to close by the fourth quarter of 2023, subject to customary closing conditions.
The support of our Scientific Advisory Board and your guidance during
the past eight years has brought Zynerba to this point in our history, and for that we are truly grateful.
Your partnership has been invaluable to Zynerba and we believe that
Harmony is uniquely positioned to support the completion of the RECONNECT trial and take Zygel to the regulatory finish line with your
continued support along the way.
Our Zynerba team members will remain your point of contact for the
immediate future and at the appropriate time, I will introduce you to any new contacts. I am happy to address any questions or concerns
you have about this news and encourage you to reach out to me at [*****].
Sincerely,
| /s/ Stephen O’Quinn |
|
| Stephen O’Quinn, PharmD |
|
Forward Looking Statements
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that do not relate to
matters of historical fact should be considered forward-looking statements. These forward-looking statements, including as they relate
to Harmony and Zynerba, the anticipated occurrence, manner and timing of the proposed transaction, the future development of their technologies
and product candidates, including the development of and market opportunities for Zynerba’s technology and product candidates,
the future value (if any) of the contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the
proposed transaction, are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include, among
others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time necessary to consummate
the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may arise in successfully integrating
the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected benefits of the proposed transaction;
the proposed transaction may involve unexpected costs; the businesses may suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships with third parties or retaining key employees; and even if the transaction
is consummated no contingent consideration may become payable. For further discussion of these and other risks and uncertainties, see
Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q filings with the United States Securities and Exchange Commission
(the "SEC"), including under the headings “Risk Factors.” You are cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this document. Except as required by law, neither Harmony nor Zynerba is under any duty
to update any of the information in this document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional Information And Where To Find It
In connection with the proposed acquisition, Harmony will commence
a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender
offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the
tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of
Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and
certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended
or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should
consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of
Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s website at www.sec.gov. In addition, these materials will be available at no charge on the Enhanced SEC Filings section
of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing a request to the information agent for the
tender offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.3
14
August 2023
Good
day,
As
announced this morning in a joint press release (attached), Harmony Biosciences Holdings, Inc. (“Harmony”), a
pharmaceutical company dedicated to developing and commercializing innovative therapies for patients with rare neurological
diseases, has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”). The acquisition
is intended to support Harmony’s goal of building a diversified portfolio of innovative assets that treat rare
neuropsychiatric disorders. The deal is expected to close by the fourth quarter of 2023, subject to customary closing
conditions.
Your
partnership has been invaluable to Zynerba and we have been truly inspired by the dedication you and your clinical teams have shown throughout
the clinical development of Zygel. For the time being, our Zynerba team members will remain your point of contact and at the appropriate
time, we will introduce you to any new contacts. We will be working very closely with Harmony in this effort to ensure a seamless integration
of the companies. We are happy to address any questions or concerns you have about this news and encourage you to reach out to me at
[*****].
Sincerely,
| /s/ Terri Sebree |
|
| Terri Sebree |
|
| President |
|
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Forward
Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking
statements. These forward-looking statements, including as they relate to Harmony and Zynerba, the anticipated occurrence, manner
and timing of the proposed transaction, the future development of their technologies and product candidates, including the
development of and market opportunities for Zynerba’s technology and product candidates, the future value (if any) of the
contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed transaction, are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include,
among others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time
necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may
arise in successfully integrating the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected
benefits of the proposed transaction; the proposed transaction may involve unexpected costs; the businesses may suffer as a result
of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or
retaining key employees; and even if the transaction is consummated no contingent consideration may become payable. For further
discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission (the "SEC"), including under the headings “Risk
Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this
document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any of the information in this
document.
Additional
Information And Where To Find It:
In
connection with the proposed acquisition, Harmony will commence a tender offer for the outstanding shares of Zynerba. The tender
offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition
Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is
commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba
common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and
certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be
amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common
stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available
to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement
will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at no
charge on the Enhanced SEC Filings section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by
directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to
Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.4
14 August 2023
Good day,
As announced this morning in a joint press release (attached), Harmony
Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical company dedicated to developing and commercializing innovative therapies
for patients with rare neurological diseases, has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”).
The acquisition is intended to support Harmony’s goal of building a diversified portfolio of innovative assets that treat rare neuropsychiatric
disorders. The deal is expected to close by the fourth quarter of 2023, subject to customary closing conditions.
Your partnership has been invaluable to Zynerba. Please be assured
that we will be working very closely with Harmony in the coming weeks to support the integration of the companies. We encourage you to
share this exciting news with the Fragile X community and thank you again for your continued support of people with Fragile X and their
families. I am happy to address any questions or concerns you have about this news and encourage you to reach out to either me or Terry
Hurst.
Sincerely,
| /s/ Terri Sebree |
|
| Terri Sebree |
|
| President |
|
Forward
Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking
statements. These forward-looking statements, including as they relate to Harmony and Zynerba, the anticipated occurrence, manner
and timing of the proposed transaction, the future development of their technologies and product candidates, including the
development of and market opportunities for Zynerba’s technology and product candidates, the future value (if any) of the
contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed transaction, are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include,
among others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time
necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may
arise in successfully integrating the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected
benefits of the proposed transaction; the proposed transaction may involve unexpected costs; the businesses may suffer as a result
of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or
retaining key employees; and even if the transaction is consummated no contingent consideration may become payable. For further
discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission (the "SEC"), including under the headings “Risk
Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this
document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any of the information in this
document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional
Information And Where To Find It
In
connection with the proposed acquisition, Harmony will commence a tender offer for the outstanding shares of Zynerba. The tender offer
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”)
will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file
tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer
to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement
when they become available (as each may be amended or supplemented from time to time) because they will contain important information
that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer
to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at
no charge on the Enhanced SEC Filings section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing
a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.5
14
August 2023
Good
day,
As
announced this morning in a joint press release (attached), Harmony Biosciences Holdings, Inc. (“Harmony”),
a pharmaceutical company dedicated to developing and commercializing innovative therapies for patients with rare neurological diseases,
has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”). The acquisition is intended
to support Harmony’s goal of building a diversified portfolio of innovative assets that treat rare neuropsychiatric disorders.
The deal is expected to close by the fourth quarter of 2023, subject to customary closing conditions.
Your
partnership has been invaluable to Zynerba. Please be assured that we will be working very closely with Harmony in the coming weeks to
support the integration of the companies. Our Zynerba team members will remain your point of contact for the immediate future and at
the appropriate time, we will introduce you to any new contacts. Thank you for your partnership and commitment to our mission.
Sincerely,
| /s/ Terri Sebree |
|
| Terri Sebree |
|
| President |
|
Forward
Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking
statements. These forward-looking statements, including as they relate to Harmony and Zynerba, the anticipated occurrence, manner
and timing of the proposed transaction, the future development of their technologies and product candidates, including the
development of and market opportunities for Zynerba’s technology and product candidates, the future value (if any) of the
contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed transaction, are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include,
among others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time
necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may
arise in successfully integrating the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected
benefits of the proposed transaction; the proposed transaction may involve unexpected costs; the businesses may suffer as a result
of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or
retaining key employees; and even if the transaction is consummated no contingent consideration may become payable. For further
discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission (the "SEC"), including under the headings “Risk
Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this
document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any of the information in this
document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional
Information And Where To Find It
In
connection with the proposed acquisition, Harmony will commence a tender offer for the outstanding shares of Zynerba. The tender offer
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”)
will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file
tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer
to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement
when they become available (as each may be amended or supplemented from time to time) because they will contain important information
that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer
to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at
no charge on the Enhanced SEC Filings section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing
a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.6
Good
day,
As
announced this morning in a joint press release (attached), Harmony Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical
company dedicated to developing and commercializing innovative therapies for patients with rare neurological diseases, has entered into
a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (“Zynerba”). The acquisition is intended to support Harmony’s
goal of building a diversified portfolio of innovative assets that treat rare neuropsychiatric disorders. The transaction is expected
to close by the fourth quarter of 2023, subject to customary closing conditions.
Your
partnership has been invaluable to Zynerba and we have been truly inspired by the dedication you and your clinical teams have shown to
our clinical development programs. I will remain your point of contact for the immediate future and at the appropriate time, I will introduce
you to any new contacts. I am happy to address any questions you have about this news and encourage you to reach out to me at [*****].
Sincerely,
| /s/ Terri Sebree |
|
| Terri Sebree |
|
| President |
|
Forward
Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking
statements. These forward-looking statements, including as they relate to Harmony and Zynerba, the anticipated occurrence, manner
and timing of the proposed transaction, the future development of their technologies and product candidates, including the
development of and market opportunities for Zynerba’s technology and product candidates, the future value (if any) of the
contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed transaction, are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include,
among others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time
necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may
arise in successfully integrating the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected
benefits of the proposed transaction; the proposed transaction may involve unexpected costs; the businesses may suffer as a result
of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or
retaining key employees; and even if the transaction is consummated no contingent consideration may become payable. For further
discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission (the "SEC"), including under the headings “Risk
Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this
document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any of the information in this
document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional
Information And Where To Find It:
In
connection with the proposed acquisition, Harmony will commence a tender offer for the outstanding shares of Zynerba. The tender offer
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”)
will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file
tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer
to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement
when they become available (as each may be amended or supplemented from time to time) because they will contain important information
that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer
to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at
no charge on the Enhanced SEC Filings section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing
a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.7
14 August 2023
Good day,
As announced this morning in a joint
press release (attached), Harmony Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical company dedicated to developing
and commercializing innovative therapies for patients with rare neurological diseases, has entered into a definitive agreement to acquire
Zynerba Pharmaceuticals, Inc. (“Zynerba”). The acquisition is intended to support Harmony’s goal of building a diversified
portfolio of innovative assets that treat rare neuropsychiatric disorders. The deal is expected to close by the fourth quarter of 2023,
subject to customary closing conditions.
Your partnership has been invaluable
to Zynerba. Please be assured that we will be working very closely with Harmony in the coming weeks to support the integration of the
companies. We encourage you to share this exciting news with the Fragile X community and thank you again for your continued support of
people with Fragile X and their families. I am happy to address any questions or concerns you have about this news and encourage you
to reach out to either me or Terri Sebree.
Sincerely,
Stephen O’Quinn
Stephen O’Quinn
Vice President, Medical Affairs
Forward
Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking
statements. These forward-looking statements, including as they relate to Harmony and Zynerba, the anticipated occurrence, manner
and timing of the proposed transaction, the future development of their technologies and product candidates, including the
development of and market opportunities for Zynerba’s technology and product candidates, the future value (if any) of the
contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the proposed transaction, are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include,
among others, that Zynerba stockholders may not tender a sufficient number of shares in the tender offer; the length of time
necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; problems may
arise in successfully integrating the business and technologies of Harmony and Zynerba, and Harmony may not realize the expected
benefits of the proposed transaction; the proposed transaction may involve unexpected costs; the businesses may suffer as a result
of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or
retaining key employees; and even if the transaction is consummated no contingent consideration may become payable. For further
discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission (the "SEC"), including under the headings “Risk
Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this
document. Except as required by law, neither Harmony nor Zynerba is under any duty to update any of the information in this
document.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Additional
Information And Where To Find It
In
connection with the proposed acquisition, Harmony will commence a tender offer for the outstanding shares of Zynerba. The tender offer
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”)
will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file
tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer
to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement
when they become available (as each may be amended or supplemented from time to time) because they will contain important information
that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer
to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at
no charge on the Enhanced SEC Filings section of the Investor Relations page of Zynerba’s website at www.zynerba.com and by directing
a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | www.zynerba.com
Exhibit 99.8
14 August 2023
Good day,
As announced this morning in a joint press release (attached), Harmony
Biosciences Holdings, Inc. (“Harmony”), a pharmaceutical company dedicated to developing and commercializing innovative
therapies for patients with rare neurological diseases, has entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc.
(“Zynerba”). The acquisition is intended to support Harmony’s goal of building a diversified portfolio of innovative
assets that treat rare neuropsychiatric disorders. The deal is expected to close by the fourth quarter of 2023, subject to customary
closing conditions.
The support of our Scientific Advisory Board and your guidance has
brought Zynerba to this point in our history, and for that we are truly grateful.
Your partnership has been invaluable to Zynerba and we believe that
Harmony is uniquely positioned to support the clinical development of Zygel with your continued support along the way.
I will remain your point of contact for the immediate future and at
the appropriate time, I will introduce you to any new contacts. I am happy to address any questions or concerns you have about this
news and encourage you to reach out to me at [*****].
Sincerely,
Stephen O’Quinn
Stephen O’Quinn
Vice President, Medical Affairs
Forward Looking Statements
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that do not relate to
matters of historical fact should be considered forward-looking statements. These forward-looking statements, including as they relate
to Harmony and Zynerba, the anticipated occurrence, manner and timing of the proposed transaction, the future development of their technologies
and product candidates, including the development of and market opportunities for Zynerba’s technology and product candidates,
the future value (if any) of the contingent value rights, Harmony’s strategy, and the anticipated synergies and benefits from the
proposed transaction, are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Potential risks, uncertainties and other factor to be considered include, among
others, that Zynerba stockholders may not tender a sufficient number of shares in
the tender offer; the length of time necessary to consummate the proposed transaction may be longer than anticipated, or it may not
be consummated at all; problems may arise in successfully integrating the business and technologies of Harmony and Zynerba, and
Harmony may not realize the expected benefits of the proposed transaction; the proposed transaction may involve unexpected costs;
the businesses may suffer as a result of uncertainty surrounding the proposed transaction, including difficulties in maintaining
relationships with third parties or retaining key employees; and even if the transaction is consummated no contingent consideration
may become payable. For further discussion of these and other risks and uncertainties, see Harmony’s and Zynerba’s most
recent Form 10-K and Form 10-Q filings with the United States Securities and Exchange Commission (the "SEC"),
including under the headings “Risk Factors.” You are cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this document. Except as required by law, neither Harmony nor Zynerba is under any
duty to update any of the information in this document.
80 W. Lancaster Avenue, Suite 300| Devon,
PA 19333 | 484-581-7505 | www.zynerba.com
Additional Information And Where To Find It
In connection with the proposed acquisition, Harmony will
commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it
a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with
the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender
offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an
Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation
Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important
information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their
shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at
www.sec.gov. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor
Relations page of Zynerba’s website at www.zynerba.com and by directing a request to the information agent for the tender
offer, whose contact information will be set forth in the Offer to Purchase.
80 W. Lancaster Avenue, Suite 300| Devon,
PA 19333 | 484-581-7505 | www.zynerba.com
Zynerba Pharmaceuticals (NASDAQ:ZYNE)
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Zynerba Pharmaceuticals (NASDAQ:ZYNE)
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