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): June 23, 2025

Registrant’s telephone number, including area code: (919) 328-4400 

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 Instruction 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))

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 June 23, 2025, Liquidia Corporation, a Delaware corporation (the “Company”), issued a press release announcing the receipt of an additional $50.0 million under the Sixth Amendment to the Revenue Interest Financing Agreement, dated March 17, 2025 (the “HCR Agreement”), with HealthCare Royalty Partners IV, L.P. (“HCR”)

Under the HCR Agreement, an additional $50.0 million of funding is available to the Company after the first commercial sale of YUTREPIA following receipt of final FDA approval for the treatment of pulmonary arterial hypertension (“PAH”) and pulmonary hypertension associated with interstitial lung disease (“PH-ILD”), so long as no injunction has been issued prohibiting Liquidia from commercializing YUTREPIA™ (treprostinil) for either or both of PAH and PH-ILD (“Funding Condition”). The Funding Condition was satisfied when (i) on May 30, 2025, the U.S. District Court for the Middle District of North Carolina denied United Therapeutics Corporation’s request for a preliminary injunction and a temporary restraining order in its complaint filed against the Company and (ii) on June 2, 2025, the Company made its first commercial shipment of YUTREPIA inhalation powder. An additional funding of $25.0 million remains available under the HCR Agreement upon mutual agreement of HCR and the Company if the Company achieves aggregate net sales of YUTREPIA in excess of $100 million at any time on or prior to June 30, 2026.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

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 hereunto duly authorized.