Societal CDMO, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-04-08: Form 8-K; Period of report 2024-04-08; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2024-03-15: Form 8-K; Period of report 2024-03-14; Description 8.01 Other Events; Details 8.01.
- 2024-02-28: Form 8-K; Period of report 2024-02-28; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2023-11-28: Form 8-K; Period of report 2023-11-21; Description 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-04-08 | 8-K | 2024-04-08 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On April 8, 2024, in connection with, and concurrently upon, the consummation of the Merger (as defined below), the Company terminated (i) all commitments and repaid in full all outstanding obligations due under the Credit Agreement, dated as of December 12, 2022, by and among the Company, as borrower, the Company’s subsidiaries named as guarantors therein, Royal Bank of Canada, in its capacity as the administrative agent, and the lenders named therein, as amended, (ii) all commitments and repaid in full all outstanding obligations due under the subordinated promissory note, dated as of August 13, 2021, by and among the Company, as borrower, and IriSys, Inc., as seller, as amended, and (iii) the Company’s 2018 Amended and Restated Equity Incentive Plan, the Company’s 2013 Equity Incentive Plan and the Company’s 2008 Stock Option Plan, each as amended. 2.01 As previously disclosed, pursuant to the Merger Agreement, Purchaser commenced a tender offer to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”), for $1.10 per Share (the “Offer Price”), in cash, subject to any applicable withholding of taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 11, 2024 (as amended and supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (“Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). 3.01 In connection with the consummation of the Merger, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) halt trading as of 8:00 p.m., Eastern Time, on April 5, 2024 and delist the Shares effective before the opening of trading on April 8, 2024, and (B) file with the Securities and Exchange Commission (“SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the consummation of the Offer and the Merger pursuant to Section 321(f) of the PBCL, on April 8, 2024, a change of control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement, each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. | d805028d8k.htm |
| 2024-03-15 | 8-K | 2024-03-14 | 8.01 Other Events | 8.01 On March 14, 2024, Societal CDMO, Inc. (the “Company”) received written notice from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (the “Staff”) stating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) by maintaining a minimum closing bid price of the Company’s common stock of at least $1.00 per share for the last 10 consecutive business days, from February 29, 2024 to March 13, 2024, and that this matter is now closed. | sctl-20240314.htm |
| 2024-02-28 | 8-K | 2024-02-28 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On February 28, 2024, the Company issued a press release announcing the execution of the Merger Agreement. | tm247234d1_8k.htm |