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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, 2021

NEUROCRINE BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-22705			33-0525145
(State or Other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)
12780 El Camino Real,
San Diego,			California			92130
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 617-7600

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

NBIX

Nasdaq Global Select Market

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 (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On November 22, 2021, Neurocrine Biosciences, Inc. (the “Company”) entered into a Collaboration and License Agreement (the “License Agreement”) with Heptares Therapeutics Limited (“Heptares”), which provides that the License Agreement becomes effective upon the expiration or termination of applicable waiting periods and the receipt of any required approvals or clearances under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2021. The expiration of the applicable waiting periods under the HSR Act was on December 22, 2021, and the License Agreement became effective on December 22, 2021 (the “Effective Date”). Under the terms of the License Agreement, the Company has agreed to pay Heptares an upfront payment of $100.0 million within ten days of the Effective Date.

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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.

			NEUROCRINE BIOSCIENCES, INC.
Dated: December 23, 2021			/s/ Darin M. Lippoldt
			Darin M. Lippoldt
			Chief Legal Officer