8-K

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 5, 2020

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33137	14-1902018
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 400 Professional Drive, Suite 400,

Gaithersburg, Maryland 20879

(Address of principal executive offices, including zip code)

(240) 631-3200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 per share	EBS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 7.01     Regulation FD Disclosure.

On June 5, 2020, Emergent BioSolutions Inc. (the “Company”) issued a press release related to the decision of the U.S. District Court for the District of New Jersey in the patent litigation regarding NARCAN^® (naloxone HCl) Nasal Spray 4mg/spray product, a copy of which is furnished hereto as Exhibit 99.

Item 8.01     Other Events.

The Company, through its Adapt Pharma subsidiaries (collectively, “Adapt”), filed complaints beginning in 2016 against Teva Pharmaceuticals Industries Ltd. (“Teva”) for patent infringement, relating to Teva’s abbreviated new drug applications (“ANDAs”) seeking to market generic NARCAN® (naloxone hydrochloride) Nasal Spray 4mg/spray. On June 5, 2020, the U.S. District Court for the District of New Jersey issued an unfavorable ruling against the Company in the consolidated case. The Company intends to appeal the decision to the U.S. Court of Appeals for the Federal Circuit.

Adapt also filed a complaint related to Teva’s ANDA seeking to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 2mg/spray and that matter is still pending.

Item 9.01      Financial Statements and Exhibits.

 (d)         Exhibits.

Exhibit No.	Description
99	Press release issued by the Company on June 5, 2020.
101	Emergent BioSolutions Inc. Current Report on Form 8-K, dated June 5, 2020, formatted in XBRL (Extensible Business Reporting Language): Cover Page. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

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.

	EMERGENT BIOSOLUTIONS INC.
Dated: June 8, 2020	By:	/s/ RICHARD S. LINDAHL
		Name:Richard S. Lindahl Title: Executive Vice President, Chief Financial               Officer and Treasurer

EX-99

Emergent BioSolutions Statement on U.S. District Court Decision GAITHERSBURG, Md., June 5, 2020 — Today, the U.S. District Court for the District of New Jersey entered a decision in the patent litigation regarding NARCAN® (naloxone HCl) Nasal Spray 4mg/spray product. The Court ruled in favor of the Defendants, Teva Pharmaceuticals Industries Ltd. Emergent intends to appeal the decision to the Court of Appeals for the Federal Circuit. “We are understandably disappointed by the decision today,” said Doug White, senior vice president and devices business unit head at Emergent BioSolutions. “We remain committed to expanding awareness, maintaining affordability, and increasing access to NARCAN® Nasal Spray, to improving public health, and to assisting those dedicated to ending the opioid crisis.” Financial Considerations The company will provide an update to its 2020 financial outlook incorporating expectations related to this litigation, efforts to develop and manufacture COVID-19 vaccines and therapeutics, and any other relevant information when it reports its second quarter financial results. About Emergent BioSolutions Emergent BioSolutions is a global life sciences company whose mission is to protect and enhance life. Through our specialty products and contract development and manufacturing services, we are dedicated to providing solutions that address public health threats. Through social responsibility, we aim to build healthier and safer communities. We aspire to deliver peace of mind to our patients and customers so they can focus on what’s most important in their lives. In working together, we envision protecting or enhancing 1 billion lives by 2030. For more information visit www.emergentbiosolutions.com. Find us on LinkedIn and follow us on Twitter @emergentbiosolu and Instagram @life_at_emergent. ## Media Contact: Miko B. Neri Senior Director, Corporate Communications 240-631-3392 NeriM@ebsi.com Investor Contact: Robert G. Burrows Vice President, Investor Relations 240-631-3280 BurrowsR@ebsi.com

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Cover Page Cover Page	Jun. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2020
Entity Registrant Name	EMERGENT BIOSOLUTIONS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33137
Entity Tax Identification Number	14-1902018
Entity Address, Address Line One	400 Professional Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20879
City Area Code	240
Local Phone Number	631-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Par Value $0.001 per share
Trading Symbol	EBS
Security Exchange Name	NYSE
Entity Central Index Key	0001367644
Amendment Flag	false