0001104659-24-044895.txt : 20240408 0001104659-24-044895.hdr.sgml : 20240408 20240408213322 ACCESSION NUMBER: 0001104659-24-044895 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: Parks Laura L. CENTRAL INDEX KEY: 0001868254 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36329 FILM NUMBER: 24830988 MAIL ADDRESS: STREET 1: C/O RECRO PHARMA, INC. STREET 2: 490 LAPP ROAD CITY: MALVERN STATE: PA ZIP: 29355 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 tm2411350-7_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-04-08 1 0001588972 Societal CDMO, Inc. SCTL 0001868254 Parks Laura L. 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 87500 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