Item 8.01. Other Events.

Convertible Note Repurchase

On May 24, 2022, Neurocrine Biosciences, Inc. (the "Company") entered into separate, privately negotiated transactions (the "Agreements") with certain holders of its existing 2.25% Convertible Senior Notes due 2024 (the "2024 Notes") to repurchase approximately $179.4 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of an amount of cash estimated to be the sum of (i) approximately $224.0 million, (ii) an amount based in part on the trading price of the Company's common stock and (iii) accrued and unpaid interest. The 2024 Notes repurchases are expected to close over a period ending on June 14, 2022, subject to customary closing conditions. Such repurchases of the 2024 Notes could affect the market price of the Company's common stock.

On May 24, 2022, the Company issued a press release announcing the repurchase of the 2024 Notes, a copy of which is attached as Exhibit 99.1 hereto.

Forward-Looking Statements

In addition to historical facts, this Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. These statements include, but are not limited to, statements related to the amount of 2024 Notes to be repurchased, the timing of completion of the repurchases, and the impact of the repurchases on the market price of the Company's common stock. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are: changes in the price of the Company's common stock; changes in the convertible note and other capital markets; and other risks described in the Company's periodic reports filed with the Securities and Exchange Commission, including without limitation the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2022. The Company disclaims any obligation to update the statements contained in this Current Report on Form 8-K after the date hereof.

Item 9.01. Financial Statements and Exhibits.



Exhibit        Description

       99.1      Press Release dated May 24, 2022

        104    Cover Page Interactive Data File

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