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): January 5, 2021

KemPharm, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (321) 939-3416

(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 (see General Instructions A.2. below):

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

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.  ☐

Item 8.01. Other Events

On January 5, 2021, KemPharm, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) an Amendment No. 3 to its Registration Statement on Form S-1 (the “Amended Registration Statement”), in connection with a proposed public offering of shares of the Company’s common stock and warrants exercisable for shares of the Company’s common stock. The Amended Registration Statement contains an updated description of certain matters regarding management of the Company’s business, including disclosure of the compensation paid to the Company’s executive officers and directors in the fiscal year ended December 31, 2020. Accordingly, the Company is filing information with this Current Report on Form 8-K for the purpose of supplementing and updating the disclosure regarding these matters contained in the Company’s prior public filings, including those discussed under the heading “Item 11. Executive Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 28, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on April 8, 2020. The updated disclosures are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) 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 thereunto duly authorized.