Material Event Form 8 K

Item 8.01 Other Events

On November 1, 2024, certain shareholders (the "Selling Shareholders") of Harmony Biosciences Holdings, Inc. (the "Company") sold 8,000,000 shares (the "Shares") of the Company's common stock, par value $0.00001 per share ("Common Stock"), in a registered public offering pursuant to the Company's Registration Statement on Form S-3 ASR (File No. 333-260905) (the "Registration Statement") filed under the Securities Act of 1933, as amended, which Registration Statement became automatically effective upon filing on November 9, 2021. The Shares were sold pursuant to an Underwriting Agreement, dated October 30, 2024 (the "Underwriting Agreement"), among the Company, the Selling Shareholders and J.P. Morgan Securities LLC (the "Underwriter").Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders also granted the Underwriter a 30-day option to purchase up to 1,200,000 additional shares of Common Stock on the same terms (the "Option Shares"). The Selling Shareholders will receive all of the net proceeds from this offering. The Company will not receive any of the proceeds from this offering.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the validity of the Shares and the Option Shares is filed herewith as Exhibit 5.1 and is incorporated by reference herein.