Statistik Asas
| LEI | 2549004EL1Z016VYWA54 |
| CIK | 1588972 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Societal CDMO Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36329 Societal CDMO, Inc. (Exact name of registrant as specified in its |
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| April 9, 2024 |
SCTL / Societal CDMO, Inc. / First Light Asset Management, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2411350d11sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Societal CDMO, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 75629F109 (CUSIP Number) April 8, 2024 (Date of Event which Requires Filing of this Statement) If the f |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION SOCIETAL CDMO, INC. EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SOCIETAL CDMO, INC. In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S. § 1911, et. seq. (the “PBCL”), Societal CDMO, Inc. desires to amend and restate its Articles of Incorporation in their entirety as follows: ARTICLE I The name of the corporation is Societal CD |
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| April 8, 2024 |
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): April 8, 2024 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-259460 No. 333-253571 No. 333-229734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to: FORM S-3 REGISTRATION STATEMENT No. 333-259460 FORM S-3 REGISTRATION STATEMENT No. 333-253571 FORM S-3 REGISTRATION STATEMENT No. 333-229734 UNDER THE SECURITIES ACT OF 1933 SOCI |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-259460 No. 333-253571 No. 333-229734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to: FORM S-3 REGISTRATION STATEMENT No. 333-259460 FORM S-3 REGISTRATION STATEMENT No. 333-253571 FORM S-3 REGISTRATION STATEMENT No. 333-229734 UNDER THE SECURITIES ACT OF 1933 SOCI |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
CORERX, INC. COMPLETES ACQUISITION OF SOCIETAL CDMO, INC. EX-99.(a)(5)(A) Exhibit (a)(5)(A) CORERX, INC. COMPLETES ACQUISITION OF SOCIETAL CDMO, INC. CLEARWATER, Fla., April 8, 2024 – CoreRx, Inc. (“CoreRx”) today announced that it has completed its acquisition of Societal CDMO, Inc. (“Societal CDMO”) (Nasdaq: SCTL), a contract development and manufacturing organization dedicated to solving complex formulation and manufacturing challenges primarily focus |
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| April 8, 2024 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SOCIETAL CDMO, INC. Effective Date: April 8, 2024 ARTICLE I OFFICES AND RECORDS 1.1 Registered Office. The registered office of the Corporation shall be located within the Commonwealth of Pennsylvania as set forth in the Corporation’s Articles of Incorporation (the “Articles of Incorporation”). The Board of Directors may at any time change the regi |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Societal CDMO, Inc. (Name of Subject Company) Societal CDMO, Inc. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75629F10 |
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| April 8, 2024 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) SOCIETAL CDMO, INC. (Name of Subject Company (Issuer)) CANE MERGER SUB, INC. a wholly-owned subsidiary of CORERX, INC. (Names of Filing Persons (Offerors)) Common stock, $0.01 par value per s |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-278191 No. 333-278189 No. 333-270192 No. 333-270189 No. 333-263179 No. 333-263180 No. 333-253574 No. 333-253573 No. 333-236875 No. 333-229737 No. 333-229736 No. 333-224870 No. 333-223437 No. 333-223436 No. 333-216581 No. 333-216579 No. 333-208750 No. 333-208749 No. 333-206309 No. 333-194730 UNITED STATES SECURITIES AND E |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 No. 333-259460 No. 333-253571 No. 333-229734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to: FORM S-3 REGISTRATION STATEMENT No. 333-259460 FORM S-3 REGISTRATION STATEMENT No. 333-253571 FORM S-3 REGISTRATION STATEMENT No. 333-229734 UNDER THE SECURITIES ACT OF 1933 SOCI |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3632 |
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| April 1, 2024 |
SCTL / Societal CDMO, Inc. / Beryl Capital Management LLC Passive Investment SC 13G 1 sctl13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) March 20, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SOCIETAL CDMO, INC. (Name of Subject Company (Issuer)) CANE MERGER SUB, INC. a wholly-owned subsidiary of CORERX, INC. (Names of Filing Persons (Offerors)) Common stock, $0.01 par value per share (Titl |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Societal CDMO, Inc. (Name of Subject Company) Societal CDMO, Inc. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75629F10 |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
Exhibit 3.3 ARTICLES OF AMENDMENT OF SOCIETAL CDMO, INC. In compliance with the requirements of the applicable provisions (relating to articles of amendment) of the Pennsylvania Business Corporation Law of 1988, as amended, the undersigned, desiring to amend its Second Amended and Restated Articles of Incorporation, as amended hereby states that: 1. The name of the Corporation is Societal CDMO, In |
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| March 22, 2024 |
Exhibit 10.28 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT to Credit Agreement (this “Third Amendment”), dated as of March 21, 2024, by and among Societal CDMO, Inc., a Pennsylvania corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (collectively, constituting the Required Lenders), and Royal Bank of Canada (“RBC”), as Administrative |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Societal CDMO, Inc. |
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| March 22, 2024 |
Subsidiaries of Societal CDMO, Inc. Exhibit 21.1 List of Subsidiaries Subsidiary Ownership percentage Jurisdiction of incorporation or organization Societal CDMO Gainesville, LLC 100% Massachusetts Societal CDMO Gainesville Development, LLC 100% Delaware Societal CDMO San Diego, LLC 100% California |
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| March 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Societal CDMO, Inc. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Exact n |
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| March 22, 2024 |
Societal CDMO, Inc. Compensation Recovery Policy Exhibit 97.1 Societal CDMO, INC. COMPENSATION RECOVERY POLICY Adopted as of September 27, 2023 Societal CDMO, Inc., a Pennsylvania corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (a |
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| March 22, 2024 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Societal CDMO, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock, $0.01 par value per share (“Common Stock”) is registered under Section 12(b) of |
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| March 18, 2024 |
Form of Notice to Holders of Pre-Funded Warrants Regarding Warrant Cancellation Agreements Exhibit (a)(1)(F) Dear Warrant Holder: You are receiving this notice (“Notice”) because you were previously issued one or more warrants to purchase shares of common stock, par value $0. |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Societal CDMO, Inc. (Name of Subject Company) Societal CDMO, Inc. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75629F10 |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) SOCIETAL CDMO, INC. (Name of Subject Company (Issuer)) CANE MERGER SUB, INC. a wholly-owned subsidiary of CORERX, INC. (Names of Filing Persons (Offerors)) Common stock, $0.01 par value per share (Titl |
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| March 15, 2024 |
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): March 14, 2024 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 11, 2024 |
amended, by and between QHP Capital, L.P. and Societal CDMO, Inc. (incorporated herein by Exhibit (d)(3) MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Mutual Non-Disclosure and Confidentiality Agreement (this “Confidentiality Agreement”) is made, effective as of October 27, 2023 (the “Effective Date”), by and between QHP Capital, L. |
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| March 11, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) SOCIETAL CDMO, INC. |
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| March 11, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Societal CDMO, Inc. (Name of Subject Company) Societal CDMO, Inc. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75629F10 |
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| March 11, 2024 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of SOCIETAL CDMO, INC. |
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| March 11, 2024 |
Offer to Purchase, dated March 11, 2024. Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SOCIETAL CDMO, INC. |
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| March 11, 2024 |
Amended and Restated Debt Commitment Letter, dated March 8, 2024. Exhibit (b) OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 Highly Confidential March 8, 2024 CoreRx, Inc. 14205 Myerlake Circle, Clearwater, FL 33760, United States Project Cane Amended and Restated Commitment Letter Ladies and Gentlemen: You have advised Oaktree Capital Management, L.P. (solely in its capacity as an investment manager to certain funds and a |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company (Issuer)) CANE MERGER SUB, INC. a wholly-owned subsidiary of CORERX, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common stock, $0.0 |
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| March 11, 2024 |
Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of SOCIETAL CDMO, INC. |
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| March 11, 2024 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| March 11, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of SOCIETAL CDMO, INC. |
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| March 11, 2024 |
Exhibit (d)(4) January 19, 2024 J. David Enloe, Jr. President and Chief Executive Officer Societal CDMO, Inc. 1 E. Uwchlan Ave., Suite 112 Exton, Pennsylvania 19341 Dear Mr. Enloe: This letter sets forth our agreement concerning exclusivity arrangements in connection with the proposed acquisition of Societal CDMO, Inc. (together with its subsidiaries, the “Company”) by CoreRx, Inc., and/or one or |
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| March 6, 2024 |
SCTL / Societal CDMO, Inc. / CORERX INC - SC 13D Activist Investment SC 13D 1 d778216dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) Ajay Damani Chief Executive Officer 14205 Myerlake Circle Clearwater, Florida 33760 Telephone: (727) 259-6 |
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| March 6, 2024 |
Joint Filing Agreement (filed herewith) EX-99.3 2 d778216dex993.htm EX-99.3 Exhibit 99.3 JOINT FILING AGREEMENT The undersigned hereby acknowledge and agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completenes |
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| February 29, 2024 |
Company Employee Q&A, first used on February 29, 2024. Exhibit 99.1 EMPLOYEE Q&A 1. Why does CoreRx /QHP Capital want to acquire Societal? QHP Capital, through its ownership of CoreRx, has a vision of creating a leading midsize CDMO focused on small molecule development and manufacturing that provides a breadth of services and capabilities across the manufacturing and development process. We believe that combining CoreRx and Societal into a single CDM |
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| February 29, 2024 |
Company Townhall Presentation, first used on February 29, 2024. Exhibit 99.2 Townhall February [27] , 2024 Today’s Announcement Confidential - For Internal Use Only [insert screenshot of press release] Who is QHP Capital? ▪ Healthcare focused private equity (PE) firm based in Raleigh, NC ▪ Investment portfolio consists of 12 companies providing outsourced services to pharma and life sciences ▪ Approximately $2.7Bn of assets under management ▪ Rich healthcare l |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company) SOCIETAL CDMO, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 75629F109 (CUSIP Number of Class of Securi |
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| February 28, 2024 |
Exhibit 99.2 Dear Client, As you may have seen in the press release issued on Wednesday, we are pleased to announce that we have entered into an agreement to sell 100% of the outstanding shares of Societal to CoreRx, Inc. (“CoreRx”), a CDMO with locations in Clearwater, Florida and Bend, Oregon. CoreRx is a portfolio company of the private equity firm QHP Capital, who intends to combine these two |
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| February 28, 2024 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among: SOCIETAL CDMO, INC., CORERX, INC., and CANE MERGER SUB, INC. Dated as of February 28, 2024 TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 Section 1.1 Definitions 2 Article 2 THE OFFER 16 Section 2.1 The Offer 16 Section 2.2 Company Actions 18 Article 3 MERGER TRANSACTION 20 Section 3.1 Merger of Merger Sub into the Company 20 |
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| February 28, 2024 |
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): February 28, 2024 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 28, 2024 |
Exhibit 99.1 Hi Societalites, Today is an important day in the history of our company. We are pleased to announce that we have entered into an agreement providing for the acquisition of 100% of the outstanding shares of Societal CDMO by CoreRx, Inc., a portfolio company of QHP Capital. QHP is a private equity firm that specializes in life sciences investments, based in Raleigh, North Carolina. Amo |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company) SOCIETAL CDMO, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 75629F109 (CUSIP Number of Class of Securi |
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| February 28, 2024 |
FORM OF TENDER AND SUPPORT AGREEMENT Exhibit 99.1 FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of , 2024, is entered into by and among CoreRx, Inc., a Florida corporation (“Parent”), Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (the “Shareholder”) of Societal CDMO, Inc., a Pennsylvania co |
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| February 28, 2024 |
Exhibit 99.2 Societal CDMO Enters Into Definitive Agreement to be Acquired by CoreRx, INC. Societal CDMO to be Acquired by CoreRx, Inc. to Create an Enhanced CDMO with Broad Capabilities Spanning Early-Stage Formulation Development through Commercial Manufacturing and Packaging CoreRx to Commence a Tender Offer for all Outstanding Shares of Societal CDMO, Inc. CLEARWATER, FL, and GAINESVILLE, GA – |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company) SOCIETAL CDMO, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 75629F109 (CUSIP Number of Class of Securi |
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| February 28, 2024 |
Company Supplier Q&A, first used on February 28, 2024. Exhibit 99.3 Dear Supplier, As you may have seen in the press release issued on Wednesday, we are pleased to announce that we have entered into an agreement to sell 100% of the outstanding shares of Societal to CoreRx, Inc. (“CoreRx”), a CDMO with locations in Clearwater, Florida and Bend, Oregon. CoreRx is a portfolio company of the private equity firm QHP Capital, who intends to combine these tw |
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| February 14, 2024 |
REPH / Societal CDMO Inc / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 28, 2023 |
Exhibit 10.1 FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into on the Effective Date stated below, by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company (“Seller”), and WEEKLEY HOMES, LLC, a Delaware limited liability com |
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| November 28, 2023 |
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): November 21, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2023 |
Exhibit 10.2 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is effective as of the 23rd day of January, 2023, by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company ("Seller"), and WEEKLEY HOMES, LLC, a Delaware limited liability com |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. |
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| November 8, 2023 |
Exhibit 10.4 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is effective as of the 3rd day of October, 2023, by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company ("Seller"), and WEEKLEY HOMES, LLC, a Delaware limited liability comp |
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| November 8, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is effective as of the day of November, 2022, by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company (“Seller”), and WEEKLEY HOMES, LLC, a Delaware limited liability company ( |
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| November 8, 2023 |
Exhibit 99.1 Societal CDMO Reports Third Quarter 2023 Financial Results Recorded Q3 Revenue of $23.6 Million Signed Multiple New Business Agreements with New and Existing Customers Closed Public Offering Raising Gross Proceeds of Approximately $8.3 Million Initiated Corporate Restructuring; Expected to Result in Annualized Savings of Approximately $5.5 Million Company to Host Webcast Today at 4:30 |
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| November 8, 2023 |
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): November 08, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2023 |
Exhibit 10.3 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into on the Effective Date stated below, by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company ("Seller"), and WEEKLEY HOMES, LLC, a Delaware limited liability com |
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| November 8, 2023 |
Corporate Presentation November 2023 Corporate Presentation November 2023 We anticipate raising funds from real estate asset sales to reduce our outstanding debt principal. |
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| September 20, 2023 |
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): September 20, 2023 Societal CDMO, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 001-36329 26-1523233 (State or other jurisdiction of incorporation) (Commiss |
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| September 20, 2023 |
Exhibit 99.1 Contacts: Stephanie Diaz (Investors) Tim Brons (Media) Ryan D. Lake (CFO) Vida Strategic Partners Vida Strategic Partners Societal CDMO 415-675-7401 415-675-7402 770-531-8365 [email protected] [email protected] [email protected] Societal CDMO announces corporate restructuring Strategic Realignment Designed to Right Size Organization to Address Macro Pharma Market Financing Cha |
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| August 31, 2023 |
REPH / Societal CDMO Inc / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) August 24, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| August 28, 2023 |
Exhibit 1.1 14,640,000 SHARES of Common Stock AND 6,110,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 6,110,000 WARRANT SHARES) Societal CDMO, Inc. UNDERWRITING AGREEMENT August 24, 2023 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, |
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| August 28, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No.: 333-253571 PROSPECTUS SUPPLEMENT (To Prospectus dated April 20, 2021) 14,640,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 6,110,000 Shares of Common Stock 6,110,000 Shares of Common Stock Underlying the Pre-Funded Warrants Societal CDMO, Inc. This is a public offering of common stock and pre-funded warrant |
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| August 28, 2023 |
Exhibit 4.1 EXHIBIT A PRE-FUNDED COMMON STOCK PURCHASE WARRANT Societal CDMO, Inc. Warrant Shares: Initial Exercise Date: August , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 24, 2023 Societal CDMO, Inc. |
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| August 25, 2023 |
REPH / Societal CDMO Inc / First Light Asset Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Societal CDMO, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 75629F109 (CUSIP Number) August 23, 2023 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statem |
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| August 25, 2023 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND BETWEEN THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 25, 2023, is by and among First Light Asset Management, LLC and Mathew P. Arens (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Sche |
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| August 23, 2023 |
SUBJECT TO COMPLETION, DATED AUGUST 23, 2023 TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. |
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| August 23, 2023 |
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): August 23, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 14, 2023 |
Exhibit 99.1 Societal CDMO Reports Second Quarter 2023 Financial Results Recorded Q2 Revenue of $21.8 Million Signed Multiple New Business Agreements with New and Existing Customers Secured Schedule 1 Controlled Substance Manufacturing License from Drug Enforcement Agency; Allows Expansion into Manufacture of Psychedelic Drug Products Company to Host Webcast Today at 4:30 p.m. ET SAN DIEGO, CA, an |
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| August 14, 2023 |
Corporate Presentation August 2023 Corporate Presentation August 2023 We anticipate raising funds from real estate asset sales to reduce our outstanding debt principal. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Exa |
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| August 14, 2023 |
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): August 14, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 14, 2023 |
First Amendment to Subordinated Promissory Note Exhibit 10.1 FIRST Amendment to SUBORDINATED PROMISSORY NOTE This FIRST Amendment TO SUBORDINATED PROMISSORY NOTE (this “Amendment”) is entered into as of August 13, 2023 (the “Effective Date”), by and between IRISYS, INC., a California corporation (the “Seller”), and SOCIETAL CDMO, INC. (f/k/a Recro Pharma, Inc.), a Pennsylvania corporation (the “Borrower). Recitals A. The Borrower and the Seller |
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| August 14, 2023 |
Common Stock Purchase Warrant in favor of Warberg WF XI LP (as assigned by OTA LLC) Exhibit 4.1 THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABL |
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| August 14, 2023 |
Common Stock Purchase Warrant in favor of IriSys, Inc. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 14, 2023 |
7Exhibit 10.2 SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT This SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Second Amendment”), dated as of August 13, 2023, by and among Societal CDMO, Inc., a Pennsylvania corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (collectively, constituting the Required Lenders), and Royal Bank of Canada ( |
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| August 7, 2023 |
REPH / Societal CDMO Inc / Cowen Prime Advisors LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RECRO PHARMA INC (Name of Issuer) Common Stock (Title of Class of Securities) 75629F109 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Societal CDMO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 75629F109 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| May 26, 2023 |
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): May 23, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 18, 2023 |
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): May 17, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 10, 2023 |
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): May 10, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 10, 2023 |
Common Stock Purchase Warrant in favor of OTA LLC (as assigned by Athyrium) Exhibit 4.1 THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABL |
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| May 10, 2023 |
Fifth Amended and Restated Bylaws of Societal CDMO, Inc. Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF SOCIETAL CDMO, INC. Article I OFFICES Section 1.1 Registered Office. The registered office of Societal CDMO, Inc. (the “Corporation”) shall be located within the Commonwealth of Pennsylvania at such place as the board of directors (the “Board of Directors”) shall determine from time to time, which location currently is 1 E. Uwchlan Ave, Suite 112, E |
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| May 10, 2023 |
Corporate Presentation May 2023 Corporate Presentation May 2023 We anticipate raising funds from real estate asset sales to reduce our outstanding debt principal. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Ex |
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| May 10, 2023 |
Exhibit 99.1 Societal CDMO Reports First Quarter 2023 Financial Results Recorded Q1 Revenue of $21.5 Million Signed Multiple New Business Agreements with New and Existing Customers Granted FDA Approval for Manufacture of First Commercial Tablet Product Company to Host Webcast Today at 4:30 p.m. ET SAN DIEGO, CA, and GAINESVILLE, GA – May 10, 2023 — Societal CDMO, Inc. (“Societal”; NASDAQ: SCTL), a |
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| May 10, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 4, 2023 (this “First Amendment”), by and among Societal CDMO, Inc., a Pennsylvania corporation (the “Borrower”), the Lenders party hereto (collectively constituting the Required Lenders), and Royal Bank of Canada (“RBC”), as Administrative Agent (as defined below). Capitalized terms not oth |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 24, 2023 |
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): March 23, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 13, 2023 |
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): March 13, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 1, 2023 |
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): March 01, 2023 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 1, 2023 |
MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of December 14, 2022 (the “Effective Date”), by and between Tenet Equity Funding SPE Gainesville, LLC, a Delaware limited liability company (“Lessor”), whose address is 7332 E. |
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| March 1, 2023 |
Corporate Presentation March 2023 Corporate Presentation March 2023 We anticipate raising funds from real estate asset sales to reduce our outstanding debt principal. |
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| March 1, 2023 |
Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Societal CDMO, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock, $0.01 par value per share (“Common Stock”) is registered under Section 12(b) of |
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| March 1, 2023 |
Exhibit 99.1 Societal CDMO Reports Fourth Quarter and Full Year 2022 Financial Results Recorded Q4 Revenue of $24.3 Million, a 9% Increase Compared to Prior Year Period Clinical Trial Materials Development Business Grew by 58% in 2022; Significantly Expanded and Diversified Customer Base Executed Multi-Step Strategy Resulting in Reduction of Debt and Strengthened Financial Position Company to Host |
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| March 1, 2023 |
Subsidiaries of Societal CDMO, Inc. Exhibit 21.1 List of Subsidiaries Subsidiary Ownership percentage Jurisdiction of incorporation or organization Societal CDMO Gainesville, LLC 100% Massachusetts Societal CDMO Gainesville Development, LLC 100% Delaware Societal CDMO San Diego, LLC 100% California |
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| March 1, 2023 |
As filed with the Securities and Exchange Commission on March 1, 2023 As filed with the Securities and Exchange Commission on March 1, 2023 Registration No. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Exact n |
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| March 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Societal CDMO, Inc. |
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| March 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Societal CDMO, Inc. |
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| March 1, 2023 |
As filed with the Securities and Exchange Commission on March 1, 2023 As filed with the Securities and Exchange Commission on March 1, 2023 Registration No. |
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| February 14, 2023 |
REPH / Recro Pharma Inc / Athyrium Funds GP Holdings LLC - SC 13G/A Passive Investment SC 13G/A 1 d402782dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per s |
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| February 10, 2023 |
REPH / Recro Pharma Inc / Samjo Capital LLC Passive Investment SC 13G/A 1 d993830213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Societal CDMO, Inc.1 (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 75629F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Societal CDMO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 75629F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 3, 2023 |
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 28, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 20, 2022 |
Completion of Acquisition or Disposition of Assets, Other Events 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 14, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)1 Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) James D. Shelton, |
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| December 13, 2022 |
27,841,737 Shares Societal CDMO, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.: 333-253571 PROSPECTUS SUPPLEMENT (To Prospectus dated April 20, 2021) 27,841,737 Shares Societal CDMO, Inc. Common Stock This is a public offering of common stock of Societal CDMO, Inc. We are offering 27,841,737 shares of our common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol ?SCTL.? On Decemb |
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| December 13, 2022 |
Exhibit 1.2 Societal CDMO, Inc. Series A Convertible Preferred Stock, par value $0.01 per share Underwriting Agreement December 12, 2022 RBC Capital Markets, LLC As representative of the several underwriters named in Schedule I hereto, c/o RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Ladies and Gentlemen: Societal CDMO, Inc., a Pennsylvania corporation (the ?Company?), propos |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2022 Societal CDMO, Inc. |
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| December 13, 2022 |
Exhibit 1.1 Societal CDMO, Inc. Common Stock, par value $0.01 per share Underwriting Agreement December 12, 2022 RBC Capital Markets, LLC As representative of the several underwriters named in Schedule I hereto, c/o RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Ladies and Gentlemen: Societal CDMO, Inc., a Pennsylvania corporation (the ?Company?), proposes, subject to the terms |
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| December 13, 2022 |
450,000 Shares Societal CDMO, Inc. Series A Convertible Preferred Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.: 333-253571 PROSPECTUS SUPPLEMENT (To Prospectus dated April 20, 2021) 450,000 Shares Societal CDMO, Inc. Series A Convertible Preferred Stock This is a public offering of convertible preferred stock, or the Series A preferred stock, of Societal CDMO, Inc. We are offering 450,000 shares of our Series A preferred stock. There is no |
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| December 13, 2022 |
Exhibit 3.1 SOCIETAL CDMO, INC. CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK Societal CDMO, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the ?Corporation?), in accordance with the provisions of 1522(b), (c), and (d) of the Pennsylvania Business Corporation Law of 1988, as amended (the ?PBCL?), does hereby certify: The board o |
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| December 12, 2022 |
SUBJECT TO COMPLETION, DATED DECEMBER 12, 2022 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.: 333-253571 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities and we are not soliciting |
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| December 12, 2022 |
EX-99.1 6 d426508dex991.htm EX-99.1 Investor Presentation December 2022 Exhibit 99.1 Non-GAAP Measures To supplement our financial results determined by U.S. generally accepted accounting principles (“GAAP”), we have included certain non-GAAP information for our business, including EBITDA, as adjusted. We believe this non-GAAP financial measure is helpful in understanding our business as it is use |
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| December 12, 2022 |
Exhibit 10.2 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this ?Lease?) is made as of December , 2022 (the ?Effective Date?), by and between TENET EQUITY FUNDING SPE GAINESVILLE, LLC, a Delaware limited liability company (?Lessor?), whose address is 7332 E. Butherus Drive, Suite 100, Scottsdale, Arizona 85260, and SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company (?L |
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| December 12, 2022 |
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 9, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 12, 2022 |
Exhibit 10.3 SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this ?Agreement?), dated as of December 9, 2022 (the ?Seventh Amendment Effective Date?), is entered into among Societal CDMO, Inc. (f/k/a Recro Pharma, Inc.), a Pennsylvania corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNI |
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| December 12, 2022 |
Exhibit 10.4 Execution version CREDIT AGREEMENT Dated as of December 12, 2022 among SOCIETAL CDMO, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, ROYAL BANK OF CANADA, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO RBC CAPITAL MARKETS1, as Sole Lead Arranger and Sole Bookrunner 1 RBC Capital Markets is a brand name for the capit |
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| December 12, 2022 |
SUBJECT TO COMPLETION, DATED DECEMBER 12, 2022 424B5 1 d395273d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.: 333-253571 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these secu |
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| December 12, 2022 |
Exhibit 10.1 EXECUTION VERSION PURCHASE AND SALE AND ESCROW AGREEMENT SELLER: SOCIETAL CDMO GAINESVILLE, LLC PURCHASER: TENET EQUITY FUNDING SPE GAINESVILLE, LLC December 9, 2022 TERM SHEET Purchaser: Tenet Equity Funding SPE Gainesville, LLC, a Delaware limited liability company Notice Address: 7332 E. Butherus Drive, Suite 100 Scottsdale, AZ 85260 Attention: Michael J. Zieg Email: Mike@tenetequi |
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| November 16, 2022 |
Corporate Presentation November 2022 Exhibit 99.1 looking statements should be considered together with the risks and uncertainties that may affect our business or the business of IRISYS and future results presented herein along with those risks and uncertainties discussed in our filings with the Securities and Exchange Commission (the ?SEC?) at www.sec.gov. These forward-looking statements are ba |
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| November 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 16, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 09, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2022 |
Exhibit 99.1 Societal CDMO Reports Third Quarter 2022 Financial Results Recorded Q3 Revenue of $21.6 Million, a 19% Increase Compared to Prior Year Period Entered into Real Estate Sales and Purchase Agreement Expected to Generate Proceeds of More than $9 Million Signed Highest Number of New Business Agreements for any Quarter in Company?s CDMO History Executed Favorable Amendment to Agreement with |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. |
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| September 8, 2022 |
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): September 01, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 26, 2022 |
SC 13D/A 1 sc13da11298900408262022.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share |
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| August 22, 2022 |
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): August 18, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 11, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 16, 2022 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the "Agreement"), is made and entered into as of August 11, 2022 (the "Effective Date"), by and between SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company ("Seller"), and WEEKLEY HOMES, LLC, a Delaware limited liability company ("Buyer") (Sel |
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| August 10, 2022 |
Exhibit 99.1 Societal CDMO Reports Second Quarter 2022 Financial Results Recorded Q2 Revenue of $23.2 Million, a 29% Increase Compared to Prior Year Period Signed Multiple New Business Agreements Spanning Clinical Trial Support, Commercial Manufacturing and Packaging Launched Innovative ?20/80 Second Source Technical Transfer? Program; New Model Offers Increased Security and Flexibility to Custome |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ??Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ??Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Exa |
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| August 10, 2022 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT THIS AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT (this ?Amendment No. 3?) is made as of July 1, 2022 by and between |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 10, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 5, 2022 |
SC TO-I/A 1 d360202dsctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.01 Per Share (Tit |
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| June 30, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 27, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 27, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.01 per share, of Societal CDMO, Inc., a Pennsylvania corporation. This J |
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| June 27, 2022 |
REPH / Recro Pharma Inc / Railroad Ranch Capital Management, LP - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Societal CDMO, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 75629F109 (CUSIP Number) James D. Shelton, J |
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| June 13, 2022 |
Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman. |
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| June 13, 2022 |
J. David Enloe, Jr., President and Chief Executive Officer Exhibit (a)(1)(O) FROM: J. David Enloe, Jr., President and Chief Executive Officer SUBJECT: Societal CDMO, Inc. | Amendment No. 1 to Exchange Eligible Options for New Restricted Stock Units DATE: June 13, 2022 I write to inform you of a change to Societal CDMO, Inc.?s (?Societal CDMO,? ?we,? ?our?) offer to Exchange Eligible Options for New Restricted Stock Units (the ?Offer to Exchange?), which b |
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| June 13, 2022 |
Exhibit (a)(1)(N) SOCIETAL CDMO, INC. 1 E. UWCHLAN AVE, SUITE 112 EXTON, PENNSYLVANIA 19341 AMENDMENT NO. 1 TO OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW RESTRICTED STOCK UNITS JUNE 13, 2022 This offer and withdrawal rights will expire at 5:00 p.m., Eastern Time, on FRIDAY, JULY 1, 2022, unless extended Reference is made to that certain Offer to Exchange Eligible Options for New Restricted Stock U |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 75629F109 (CUS |
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| June 8, 2022 |
Corporate Presentation May 2022 Corporate Presentation May 2022 We anticipate raising funds from real estate asset sales to reduce our outstanding debt principal. |
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| June 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 08, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 1, 2022 |
FORM OF EMAIL NOTICE REGARDING REJECTION OF OPTIONS FOR EXCHANGE Exhibit (a)(1)(I) FORM OF EMAIL NOTICE REGARDING REJECTION OF OPTIONS FOR EXCHANGE From: Societal CDMO, Inc. |
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| June 1, 2022 |
FORM OF EMAIL TO ELIGIBLE EMPLOYEES CONFIRMING ACCEPTANCE OF ELIGIBLE OPTIONS Exhibit (a)(1)(H) FORM OF EMAIL TO ELIGIBLE EMPLOYEES CONFIRMING ACCEPTANCE OF ELIGIBLE OPTIONS From: Societal CDMO, Inc. |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SOCIETAL CDMO, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 75629F109 (CUSIP Number of Class |
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| June 1, 2022 |
INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM Exhibit (a)(1)(D) INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM If you previously elected to accept the offer by Societal CDMO, Inc. |
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| June 1, 2022 |
Exhibit (a)(1)(K) From Address: [email protected] Subject: Welcome Email Dear [Eligible Employee]: Societal CDMO, Inc.?s Offer to Exchange Eligible Options for New Restricted Stock Units (the ?Exchange Offer?) has begun. You can access information about the Exchange Offer using the E*TRADE portal by logging into your E*TRADE account with the following link etrade.com. If you forgot y |
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| June 1, 2022 |
FORM OF EMAIL NOTICE REGARDING INVALID SUBMISSION OF ELECTION FORM Exhibit (A)(1)(L) FORM OF EMAIL NOTICE REGARDING INVALID SUBMISSION OF ELECTION FORM From: Societal CDMO, Inc. |
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| June 1, 2022 |
Exhibit (a)(1)(A) SOCIETAL CDMO, INC. 1 E. UWCHLAN AVE, SUITE 112 EXTON, PENNSYLVANIA 19341 OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW RESTRICTED STOCK UNITS JUNE 1, 2022 SOCIETAL CDMO, INC. SUMMARY TERM SHEET ? OVERVIEW OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW RESTRICTED STOCK UNITS This offer and withdrawal rights will expire at 5:00 p.m., Eastern Time, on FRIDAY, JULY 1, 2022, unless extended |
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| June 1, 2022 |
FORM OF EMAIL CONFIRMING RECEIPT OF NOTICE OF WITHDRAWAL OF ELECTION FORM Exhibit (a)(1)(F) FORM OF EMAIL CONFIRMING RECEIPT OF NOTICE OF WITHDRAWAL OF ELECTION FORM From: Societal CDMO, Inc. |
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| June 1, 2022 |
Exhibit (a)(1)(B) FORM OF ANNOUNCEMENT TO ELIGIBLE EMPLOYEES Subject: Societal CDMO, Inc. |
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| June 1, 2022 |
FORM OF REMINDER EMAIL TO ELIGIBLE EMPLOYEES REGARDING THE EXPIRATION OF THE EXCHANGE OFFER Exhibit (a)(1)(G) FORM OF REMINDER EMAIL TO ELIGIBLE EMPLOYEES REGARDING THE EXPIRATION OF THE EXCHANGE OFFER From: Societal CDMO, Inc. |
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| June 1, 2022 |
Exhibit (a)(1)(C) SOCIETAL CDMO, INC. 1 E. UWCHLAN AVE, SUITE 112 EXTON, PENNSYLVANIA 19341 OPTION EXCHANGE ? ELECTION FORM THIS OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, JULY 1, 2022, UNLESS EXTENDED Before completing and signing this Election Form, we encourage you to read the documents that make up this tender offer, including (1) the Offer to Exchange |
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| June 1, 2022 |
FORM OF EXPIRATION NOTICE EMAIL Exhibit (a)(1)(J) FORM OF EXPIRATION NOTICE EMAIL From: Societal CDMO, Inc. Re: Expiration of the Exchange Offer The Exchange Offer described in the Offer to Exchange Eligible Options for New Restricted Stock Units, dated June 1, 2022 (the ?Offer Documents?), has expired, and no additional Election Forms or Notices of Withdrawal may be submitted. If you are an Eligible Employee and have delivered |
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| June 1, 2022 |
EX-FILING FEES 14 d361390dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Societal CDMO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Value Fee Rate Amount of Filing Fee Fees to Be Paid $ 125,214 (1) 0.0000927 $ 11.61 (2) Fees Previously Paid Total Transaction Valuation $ 125,214 (1) Tota |
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| June 1, 2022 |
FORM OF EMAIL CONFIRMING RECEIPT OF ELECTION FORM Exhibit (a)(1)(E) FORM OF EMAIL CONFIRMING RECEIPT OF ELECTION FORM From: Societal CDMO, Inc. |
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| May 20, 2022 |
Submission of Matters to a Vote of Security Holders 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): May 18, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 11, 2022 |
Corporate Presentation May 2022 Corporate Presentation May 2022 Any historical or projected financial information contained in this presentation are not intended to be indicative of future financial results. |
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| May 11, 2022 |
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): May 11, 2022 Societal CDMO, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 11, 2022 |
Exhibit 99.1 Societal CDMO Reports First Quarter 2022 Financial Results Recorded Q1 Revenue of $21 Million; A 26% Increase Compared to Prior Year Period Signed Multiple New Business Agreements Spanning Early Stage Through Commercial Manufacturing Launching Aseptic Fill-Finish and Lyophilization Service in Q2 2022; Facilities Upgrades Continue Company to Host Conference Call Today at 4:30 p.m. ET S |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Societal CDMO, Inc. (Ex |
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| May 5, 2022 |
Exhibit 99.1 Contacts: Stephanie Diaz (Investors) Tim Brons (Media) Ryan D. Lake (CFO) Vida Strategic Partners Vida Strategic Partners Societal CDMO 415-675-7401 415-675-7402 770-531-8365 [email protected] [email protected] [email protected] SOCIETAL CDMO SIGNS THREE-YEAR MANUFACTURING AND SUPPLY AGREEMENT WITH INFECTOPHARM FOR RITALIN LA? IN EUROPE Agreement Establishes Societal as Exclus |
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| May 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 5, 2022 Societal CDMO, Inc. |
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| April 4, 2022 |
DEFA14A 1 d288317ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 1, 2022 |
DEF 14A 1 d336696ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| March 24, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Societal CDMO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 75629F109 (CUSIP Number) February 23, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| March 21, 2022 |
Fourth Amended and Restated Bylaws of Societal CDMO, Inc. Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF SOCIETAL CDMO, INC. ARTICLE I ? OFFICES Section 1-1. Registered Office. The registered office of Societal CDMO, Inc. (the ?Corporation?) shall be located within the Commonwealth of Pennsylvania at such place as the board of directors (the ?Board of Directors?) shall determine from time to time, which location currently is 1 E. Uwchlan Ave, Suite 11 |
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| March 21, 2022 |
Exhibit 99.1 Contacts: Stephanie Diaz (Investors) Tim Brons (Media) Ryan D. Lake (CFO) Vida Strategic Partners Vida Strategic Partners Societal CDMO 415-675-7401 415-675-7402 770-531-8365 [email protected] [email protected] [email protected] RECRO ANNOUNCES NAME CHANGE TO SOCIETAL CDMO TO REFLECT CORPORATE EXPANSION AND TRANSFORMATION With Expanded Industry Expertise, Enhanced Service Offerin |
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| March 21, 2022 |
Exhibit 3.1 ARTICLES OF AMENDMENT OF RECRO PHARMA, INC. In compliance with the requirements of the applicable provisions (relating to articles of amendment) of the Pennsylvania Business Corporation Law of 1988, as amended, the undersigned, desiring to amend its Second Amended and Restated Articles of Incorporation, as amended, hereby states that: 1. The name of the corporation is Recro Pharma, Inc |
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| March 21, 2022 |
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): March 15, 2022 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ????Preliminary Proxy Statement ????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? |
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| March 1, 2022 |
Power of Attorney (included in signature page to this Registration Statement). As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| March 1, 2022 |
EX-FILING FEES 4 d356367dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Recro Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Ra |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ??ANNUAL report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ??Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Recro Pharma, Inc. (Exact na |
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| March 1, 2022 |
Subsidiaries of Recro Pharma, Inc. Exhibit 21.1 List of Subsidiaries Subsidiary Ownership percentage Jurisdiction of incorporation or organization Recro Gainesville, LLC 100% Massachusetts Recro Gainesville Development, LLC 100% Delaware IriSys, LLC 100% California |
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| March 1, 2022 |
Corporate Presentation March 2022 Exhibit 99.2 Any historical or projected financial information contained in this presentation are not intended to be indicative of future financial results. The events and circumstances reflected in these forward-looking statements, may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Undu |
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| March 1, 2022 |
EX-99.1 2 reph-ex991.htm EX-99.1 Exhibit 99.1 Recro Reports Fourth Quarter and Year End 2021 Financial Results Recorded Q4 Revenue of $22.3 Million; Full Year Revenue of $75.4 Million More than Tripled Customer Base in 2021; Significantly Diversified Clientele Grew Organic New Business by 63% in 2021; Grew by 147% Including IriSys Acquisition Company to Host Conference Call Today at 4:30 p.m. ET S |
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| March 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Recro Pharma, Inc. |
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| March 1, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Recro Pharma, Inc. (the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The Company?s common stock, $0.01 par value per share (?Common Stock?) is registered under Section 12(b) of |
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| March 1, 2022 |
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): March 01, 2022 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 1, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| February 14, 2022 |
Recro Pharma, Inc. 9,302,718 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-259460 PROSPECTUS Recro Pharma, Inc. 9,302,718 Shares of Common Stock This prospectus relates to the resale from time to time of up to 9,302,718 shares of our common stock, or the Resale Shares, by the selling shareholders named herein. We will issue the Resale Shares to the selling shareholders on or about February |
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| February 11, 2022 |
REPH / Recro Pharma Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d?1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d?2. (Amendment No. 2 )* Recro Pharma, Inc. (Name of Issuer) Common (Title of Class of Securities) 75629F109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing |
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| February 8, 2022 |
REPH / Recro Pharma Inc / Samjo Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 7, 2022 |
Recro Pharma, Inc. 1 E. Uwchlan Ave, Suite 112 Exton, PA 19341 February 7, 2022 Recro Pharma, Inc. 1 E. Uwchlan Ave, Suite 112 Exton, PA 19341 February 7, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549 Attn: Abby Adams and Celeste Murphy Re: Recro Pharma, Inc. Registration Statement on Form S-3 Filed September 10, 2021, as amended on January 18, 2022 (File No. 333- |
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| January 24, 2022 |
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 18, 2022 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 18, 2022 |
Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman. |
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| January 18, 2022 |
As filed with the Securities and Exchange Commission on January 18, 2022 Table of Contents As filed with the Securities and Exchange Commission on January 18, 2022 Registration No. |
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| January 14, 2022 |
Exhibit 99.1 Recro Pharma, Inc. Unaudited Pro Forma Combined Statements of Operations Nine Months Ended September 30, 2021 Recro Pre-acquisition IriSys Nine months ended September 30, 2021 Six months ended June 30, 2021 July 1 to August 12, 2021 Pro forma adjustments Pro forma combined (amounts in thousands, except share and per share data) Revenue $ 53,057 $ 6,844 $ 1,142 $ ? $ 61,043 Operating e |
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| January 14, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 12, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 12, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 12, 2021 |
Corporate Presentation November 2021 Exhibit 99.1 Any historical or projected financial information contained in this presentation for IRISYS and Recro are not intended to be indicative of future financial results of the combined business. The events and circumstances reflected in the Company's forward-looking statements, including potential results related to IRISYS, may not be achieved or occur, |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 09, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ??Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ??Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Recro Pharma, Inc. |
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| November 9, 2021 |
Recro Reports Third Quarter 2021 Financial Results Acquisition of IriSys, Inc. Significantly Expands Customer Pipeline, Facilities and Capabilities Annual Revenue Guidance Increased to between $74 and $76 million Recorded Q3 2021 Revenues of $18.2 Million and Signed Multiple New Business Agreements Further Expanding Customer Base Company to Host Conference Call Today at 4:30 p.m. ET SAN DIEGO, CA, |
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| October 1, 2021 |
CORRESP 1 filename1.htm Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman.com October 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Celeste Murphy Re: Recro Pharma, Inc. Registration Statement on Form S-3 Filed September 10, 2021 File No. 333-2 |
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| September 10, 2021 |
Recro Pharma, Inc. Unaudited Pro Forma Combined Balance Sheet June 30, 2021 Exhibit 99.3 Recro Pharma, Inc. Unaudited Pro Forma Combined Balance Sheet June 30, 2021 Historical Recro Historical IriSys Pro forma adjustments Pro forma combined (amounts in thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ 45,724 $ 1,805 $ (25,181 ) (a) $ 22,348 Accounts receivable 12,813 1,583 ? 14,396 Contract asset 7,350 485 ? 7,835 Inventory 7,8 |
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| September 10, 2021 |
Exhibit 99.2 IRISYS, LLC BALANCE SHEETS (unaudited) June 30, 2021 (audited) December 31, 2020 Assets Current Assets Cash and cash equivalents $ 1,805,110 $ 1,640,775 Accounts receivable, net 1,547,348 3,187,637 Related party receivable 35,721 ? Contract assets 484,723 420,115 Inventories, net 673,848 680,330 Prepaid expenses and other assets 173,641 2,859,238 Total Current Assets 4,720,391 8,788,0 |
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| September 10, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 10, 2021 Registration No. |
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| September 10, 2021 |
Exhibit 99.1 INDEPENDENT AUDITORS? REPORT To the Board of Directors and Members of IriSys, LLC San Diego, California We have audited the accompanying financial statements of IriSys, LLC, a California Limited Liability Company (the ?Company?), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations and members? capital, and cash flows for the yea |
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| September 10, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 23, 2021 |
Corporate Presentation August 2021 EX-99.1 2 reph-20210823ex991.htm EX-99.1 Corporate Presentation August 2021 Any historical or projected financial information contained in this presentation for IRISYS and Recro are not intended to be indicative of future financial results of the combined business. The events and circumstances reflected in the Company's forward-looking statements, including potential results related to IRISYS, may |
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| August 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 23, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 19, 2021 |
Exhibit 99.1 Contacts: Stephanie Diaz (Investors) Vida Strategic Partners 415-675-7401 [email protected] Tim Brons (Media) Vida Strategic Partners 415-675-7402 [email protected] Ryan D. Lake (CFO) Recro 770-531-8365 [email protected] Recro to host webcast to discuss acquisition of San Diego-Based IRISYS Acquisition Expands Recro?s Global Customer Base and Service Offerings, Creates Bi-Coastal |
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| August 19, 2021 |
Recro Acquires IRISYS August 2021 Exhibit 99.2 components and raw materials, or the Company's or IRISYS's customers facing increasing or new competition. These forward-looking statements should be considered together with the risks and uncertainties that may affect our business or the business of IRISYS and future results presented herein along with those risks and uncertainties discussed in our f |
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| August 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 17, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2021 |
Recro announces entry into letter of intent for acquisition of a full service cdmo Exhibit 99.1 Contacts: Stephanie Diaz (Investors) Tim Brons (Media) Ryan D. Lake (CFO) Vida Strategic Partners Vida Strategic Partners Recro 415-675-7401 415-675-7402 770-531-8365 [email protected] [email protected] [email protected] Recro announces entry into letter of intent for acquisition of a full service cdmo EXTON, PA, August 10, 2021 ? Recro Pharma, Inc. (?Recro?; NASDAQ: REPH), a con |
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| August 13, 2021 |
Exhibit 99.2 Contacts: Stephanie Diaz (Investors) Tim Brons (Media) Ryan D. Lake (CFO) Vida Strategic Partners Vida Strategic Partners Recro 415-675-7401 415-675-7402 770-531-8365 [email protected] [email protected] [email protected] Recro Announces acquisition of San Diego-Based IRISYS, creating BI-coastal, Full Service cdmo Combination of Synergistic Organizations Results in Broad CDMO Serv |
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| August 13, 2021 |
Form of Subordinated Promissory Note Exhibit 10.2 SELLER NOTE THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (II) PURSUANT TO A SPECI |
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| August 13, 2021 |
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): August 10, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2021 |
UNIT PURCHASE AGREEMENT by and among RECRO PHARMA, INC., IRISYS, LLC, THE SELLERS (AS DEFINED THEREIN) and IRISYS, INC., AS THE SELLERS? REPRESENTATIVE Dated as of August 13, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF UNIT; CLOSING; CONSIDERATION 11 2.1 Purchase and Sale of Units 11 2.2 Closing 11 2.3 Closing Consideration 11 2.4 Purchaser Shares 11 2.5 Esc |
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| August 13, 2021 |
Exhibit 10.3 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?), dated as of August 13, 2021 (the ?Sixth Amendment Effective Date?), is entered into among RECRO PHARMA, INC., a Pennsylvania corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as Administrative Agent (the ?Admi |
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| August 9, 2021 |
Form of Non-Qualified Stock Option Inducement Award Agreement Recro Pharma, Inc. Non-Qualified Stock Option Inducement Award Agreement We are pleased to advise you that Recro Pharma, Inc. (the ?Company?) hereby awards to you the right to purchase (an ?Option?) the number of shares of Common Stock of the Company (?Shares?), as set forth on the grant schedule attached hereto (the ?Grant Schedule?), subject to your signing this Award Agreement (this ?Agreement? |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 09, 2021 Recro Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Pennsylvania 001-36329 26-1523233 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2021 |
Form of Inducement Award Agreement for Restricted Stock Units Recro Pharma, Inc. Inducement Award Agreement for Restricted Stock Units THIS INDUCEMENT AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this ?Agreement?) is made by Recro Pharma, Inc. (the ?Company?) to the participant named on the grant schedule attached hereto (the ?Grantee?), dated as of the date set forth on the grant schedule attached hereto (the ?Grant Date?). RECITALS WHEREAS, the Company desi |
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| August 9, 2021 |
EX-99.1 2 reph-20210809ex991.htm EX-99.1 Recro Reports Second Quarter 2021 Financial Results Q2 2021 Highlighted by Revenues of $18.0 Million, an Increase of 16% Compared to Q2 2020 Revenue Multiple New Business Agreements Continue to Expand and Diversify Customer Base and Pipeline Company Closes Public Financing Raising Net Proceeds of $32.1 Million Company to Host Conference Call Today at 4:30 p |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ??Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ??Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-36329 Recro Pharma, Inc. (Exac |
