0001104659-24-044888.txt : 20240408
0001104659-24-044888.hdr.sgml : 20240408
20240408212534
ACCESSION NUMBER: 0001104659-24-044888
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240408
FILED AS OF DATE: 20240408
DATE AS OF CHANGE: 20240408
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ashton William
CENTRAL INDEX KEY: 0001474553
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36329
FILM NUMBER: 24830981
MAIL ADDRESS:
STREET 1: C/O HARRISON CONSULTING GROUP
STREET 2: PO BOX 283
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Societal CDMO, Inc.
CENTRAL INDEX KEY: 0001588972
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 261523233
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 E. UWCHLAN AVE, SUITE 112
CITY: EXTON
STATE: PA
ZIP: 19341
BUSINESS PHONE: 770-534-8239
MAIL ADDRESS:
STREET 1: 1 E. UWCHLAN AVE, SUITE 112
CITY: EXTON
STATE: PA
ZIP: 19341
FORMER COMPANY:
FORMER CONFORMED NAME: Recro Pharma, Inc.
DATE OF NAME CHANGE: 20131010
4
1
tm2411350-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-04-08
1
0001588972
Societal CDMO, Inc.
SCTL
0001474553
Ashton William
C/O SOCIETAL CDMO, INC.
1 E UWCHLAN AVE, SUITE 112
EXTON
PA
19341
1
0
0
0
0
Common Stock
2024-04-08
4
U
0
190002
1.10
D
73620
D
Common Stock
2024-04-08
4
D
0
73620
1.10
D
0
D
Stock Option (Right to Buy)
0.80
2024-04-08
4
D
0
118182
D
Common Stock
118182
0
D
Stock Option (Right to Buy)
0.74
2024-04-08
4
D
0
27229
D
Common Stock
27229
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among the Issuer, CoreRx, Inc., a Florida corporation ("Parent") and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of April 8, 2024 (the "Effective Time") with the Issuer surviving the merger. At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $1.10 per Share in cash (the "Offer Amount"), subject to any applicable withholding taxes and without interest.
Represents restricted stock units granted under an Issuer equity plan ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU. Pursuant to the terms of the Merger Agreement, each outstanding RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each RSU then outstanding was cancelled and converted into a cash payment equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Offer Amount, without interest and subject to any withholding of taxes.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. At the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Amount was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time.
/s/ Ryan D. Lake, Attorney-in-Fact
2024-04-08