Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura Parks resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elena Cant resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Ryan Lake resigned as Chief Financial Officer at Societal CDMO, Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
all of the Company's officers immediately prior to the Effective Time resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wayne Weisman resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vern Davenport was appointed as Director at Societal CDMO, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jeffrey Edwards, age 46, and Vern Davenport, age 65, became the directors of the Surviving Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. David Enloe, Jr. resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Ashton resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matt Arens resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vern Davenport was appointed as Secretary and Treasurer at Societal CDMO, Inc..
- Action
- appointed
- Role
- Secretary and Treasurer
Exact text from the filing
Jeffrey Edwards, President of Purchaser, and Vern Davenport, Secretary and Treasurer of Purchaser immediately prior to the Effective Time, became the (i) President and (ii) Secretary and Treasurer, respectively, of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Miller resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Edwards was appointed as President at Societal CDMO, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Jeffrey Edwards, President of Purchaser, and Vern Davenport, Secretary and Treasurer of Purchaser immediately prior to the Effective Time, became the (i) President and (ii) Secretary and Treasurer, respectively, of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Winston J. Churchill resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Edwards was appointed as Director at Societal CDMO, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jeffrey Edwards, age 46, and Vern Davenport, age 65, became the directors of the Surviving Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bryan Reasons resigned as Director at Societal CDMO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of J. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Societal CDMO, Inc.: Articles of incorporation and bylaws amended and restated in their entirety pursuant to Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Societal CDMO, Inc. underwent a change of control involving CoreRx, Inc. for $1.10 per Share (closed 2024-04-08).
- Action
- change of control
- Counterparty
- CoreRx, Inc.
- Consideration
- $1.10 per Share
- Closing
- 2024-04-08
Exact text from the filing
Purchaser commenced a tender offer to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), for $1.10 per Share (the “ Offer Price ”), in cash, subject to any applicable withholding of taxes and without interest, upon the terms and subject to the conditions set forth in the Offer
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Societal CDMO, Inc. terminated Subordinated Promissory Note with IriSys, Inc. valued at terminated all commitments and repaid in full all outstanding obligations due (effective 2024-04-08).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- IriSys, Inc.
- Value
- terminated all commitments and repaid in full all outstanding obligations due
- Effective
- 2024-04-08
Exact text from the filing
all commitments and repaid in full all outstanding obligations due under the subordinated promissory note, dated as of August 13, 2021, by and among the Company, as borrower, and IriSys, Inc., as seller, as amended,
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Societal CDMO, Inc. terminated Credit Agreement with Royal Bank of Canada and lenders named therein valued at terminated all commitments and repaid in full all outstanding obligations due (effective 2024-04-08).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Royal Bank of Canada and lenders named therein
- Value
- terminated all commitments and repaid in full all outstanding obligations due
- Effective
- 2024-04-08
Exact text from the filing
On April 8, 2024, in connection with, and concurrently upon, the consummation of the Merger (as defined below), the Company terminated (i) all commitments and repaid in full all outstanding obligations due under the Credit Agreement, dated as of December 12, 2022, by and among the Company, as borrower, the Company’s subsidiaries named as guarantors therein, Royal Bank of Canada, in its capacity as the administrative agent, and the lenders named therein, as amended,
View on SEC.gov
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