NewAmsterdam Pharma Company N.V. filed SEC Form 8-K: Entry into a Material Definitive Agreement, 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

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2025, NewAmsterdam Pharma B.V. (the “Subsidiary”), a subsidiary of NewAmsterdam Pharma Company N.V. (the “Company”), entered into a Supply Agreement (the “Supply Agreement”) with A. Menarini International Licensing S.A. (“Menarini”), as contemplated by the License Agreement between Menarini and the Subsidiary dated June 23, 2022, as amended (the “License Agreement”). Under the terms of the Supply Agreement, the Subsidiary agreed to supply Menarini with obicetrapib monotherapy and obicetrapib and ezetimibe fixed-dose combination finished products in bulk tablet form (the “Drug Products”). The Subsidiary will initially be Menarini’s exclusive supplier of the Drug Products and fulfill purchase orders based on periodic volume forecasts that Menarini is required to provide, a portion of which will be binding. The price to be paid by Menarini will be based on a specified mark-up to the Subsidiary’s “cost of goods sold” for the supplied Drug Products as determined in accordance with the Supply Agreement, subject to periodic adjustments.

The Supply Agreement also provides that the parties will initiate a process to transfer manufacturing of the Drug Products to Menarini or to a designated third-party contract manufacturer. In connection with the manufacturing transfer, the Subsidiary granted Menarini a non-exclusive, non-transferable license under the Company’s patents and know-how to manufacture finished Drug Products.

The term of the Supply Agreement continues for the duration of the term of the License Agreement unless terminated earlier as set forth in Supply Agreement. The Subsidiary may terminate the Supply Agreement for convenience upon advance 120 days’ written notice to Menarini, provided that the effective date of such a termination must follow the earlier of (i) completion of the manufacturing transfer described above and (ii) two years after the initiation of such transfer. Either party may terminate the Supply Agreement for uncured material breaches of the Supply Agreement, if the other party becomes insolvent, or if a force majeure event continues for six months or longer.

The Supply Agreement also contains customary provisions relating to, among other things, delivery, acceptance procedures, quality, insurance, representations, warranties, and indemnification.

The foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.