UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 24, 2023, Societal CDMO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, as representative of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”), 14,640,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to the Underwriters at a price to the public of $0.400 per share and, to certain investors, pre-funded warrants to purchase up to 6,110,000 shares of Common Stock at a price to the public of $0.3999, which represents the per share public offering price for the Common Stock less the exercise price of $0.0001 per pre-funded warrant. The Offering is expected to result in gross proceeds to the Company of approximately $8.30 million, before underwriting discounts and commissions and estimated offering expenses payable by the Company.
The securities to be offered and sold in the Offering will be issued pursuant to a Registration Statement on Form S-3 (File No. 333-253571) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2021 and declared effective by the Commission on April 20, 2021, and a related prospectus, including the related prospectus supplement dated August 24, 2023.
The Offering is expected to close on or about August 28, 2023, subject to satisfaction of customary closing conditions. Net proceeds to the Company from the Offering are expected to be approximately $7.49 million in the aggregate after deducting underwriting discounts and estimated offering expenses. The foregoing descriptions of the Underwriting Agreement and Pre-Funded Warrant are qualified in their entirety by reference to the complete text of the Underwriting Agreement and Form of Pre-Funded Warrant, copies of which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the securities issued and sold pursuant to the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
|
Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of August 24, 2023, by and between Societal CDMO, Inc. and Craig-Hallum Capital Group, LLC, as representative of the underwriters | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Societal CDMO, Inc. | |||
| By: | /s/ J. David Enloe, Jr. | ||
| Name: | J. David Enloe, Jr. | ||
| Title: | President and Chief Executive Officer | ||
Date: August 25, 2023