0001104659-24-044899.txt : 20240408 0001104659-24-044899.hdr.sgml : 20240408 20240408213726 ACCESSION NUMBER: 0001104659-24-044899 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240408 DATE AS OF CHANGE: 20240408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Light Asset Management, LLC CENTRAL INDEX KEY: 0001600004 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36329 FILM NUMBER: 24830995 BUSINESS ADDRESS: STREET 1: 3300 EDINBOROUGH WAY STREET 2: SUITE 201 CITY: EDINA STATE: MN ZIP: 55435 BUSINESS PHONE: 952-831-6500 MAIL ADDRESS: STREET 1: 3300 EDINBOROUGH WAY STREET 2: SUITE 201 CITY: EDINA STATE: MN ZIP: 55435 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arens Mathew Paul CENTRAL INDEX KEY: 0001991162 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36329 FILM NUMBER: 24830996 MAIL ADDRESS: STREET 1: C/O FIRST LIGHT ASSET MANAGEMENT, LLC STREET 2: 3300 EDINBOROUGH WAY, SUITE 201 CITY: EDINA STATE: MN ZIP: 55435 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 tm2411350-10_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-04-08 1 0001588972 Societal CDMO, Inc. SCTL 0001991162 Arens Mathew Paul C/O FIRST LIGHT ASSET MANAGEMENT, LLC 3300 EDINBOROUGH WAY, SUITE 201 EDINA MN 55435 1 0 1 0 0001600004 First Light Asset Management, LLC 3300 EDINBOROUGH WAY, SUITE 201 EDINA MN 55435 1 0 1 0 0 Common Stock 2024-04-08 4 U 0 635000 1.10 D 0 D Common Stock 2024-04-08 4 U 0 19676396 1.10 D 0 I See Footnote Stock Option (Right to Buy) 0.61 2024-04-08 4 D 0 20000 D Common Stock 20000 0 D Pre-Funded Warrant (right to buy) 0.0001 2024-04-08 4 D 0 1250000 D Common Stock 1250000 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 shares held for the benefit of private investment vehicles (the "Accounts") for which First Light Asset Management, LLC ("First Light") serves as investment adviser. Mr. Arens is the Managing Member, CEO and Senior Portfolio Manager of First Light. In such capacities, the Reporting Persons may be deemed to beneficially own securities held for the benefit of the Accounts. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose. 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. Pursuant to the terms of the Merger Agreement, prior to the Effective Time, the Reporting Person entered into a warrant cancellation agreement pursuant to which each outstanding Issuer pre-funded warrant to purchase Shares (each, a "Pre-Funded Warrant") 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 Pre-Funded Warrant, multiplied by (B) the total number of Shares subject to such Pre-Funded Warrant immediately prior to the Effective Time. Exhibit 24 Power of Attorney /s/ Ryan D. Lake, Attorney-in-Fact 2024-04-08 EX-24 2 tm2411350d10_ex24.htm EXHIBIT 24

 

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints J. David Enloe, Jr. and Ryan D. Lake of Societal CDMO, Inc. (the “Company”), each as the undersigned’s true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to (A) complete and execute any such Forms 3, 4 or 5 (B), complete and execute any amendment or amendments thereto, and (C) timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of November, 2023.

 

  /s/ Mathew P. Arens
  Mathew P. Arens