--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-089300" form_type: "8-K" ticker: null cik: "0001588972" company_name: "Societal CDMO, Inc." filed_at: "2024-04-08T23:59:59+00:00" generated_at: "2026-06-04T01:22:26.252961+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Societal CDMO acquired by CoreRx for $1.10 per share; delists from Nasdaq ## Summary - Acquisition completed via tender offer and merger; 102,588,622 shares (~92.8% of outstanding) tendered at $1.10 cash per share. - Company delisted from Nasdaq; will file Form 15 to suspend SEC reporting obligations. - All prior directors and officers resigned; replaced by CoreRx appointees Jeffrey Edwards (President) and Vern Davenport (Secretary/Treasurer). - CFO Ryan Lake awarded $125,000 one-time bonus for work on the transaction. - Credit agreement and equity incentive plans terminated; articles and bylaws amended and restated. ## SEC filing metadata - accession: 0001193125-24-089300 - form_type: 8-K - cik: 0001588972 - company_name: Societal CDMO, Inc. - filed_at: 2024-04-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 5.03, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/d805028d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-089300 - JSON: https://secwatch.observer/filing/0001193125-24-089300.json - Plain text: https://secwatch.observer/filing/0001193125-24-089300.txt ## Key facts - Executive change Laura Parks resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Elena Cant resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Ryan Lake resigned as Chief Financial Officer at Societal CDMO, Inc.. - Action: resigned - Role: Chief Financial Officer source text: all of the Company's officers immediately prior to the Effective Time resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Wayne Weisman resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Vern Davenport was appointed as Director at Societal CDMO, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change J. David Enloe, Jr. resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change William Ashton resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Matt Arens resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Vern Davenport was appointed as Secretary and Treasurer at Societal CDMO, Inc.. - Action: appointed - Role: Secretary and Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change James Miller resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Jeffrey Edwards was appointed as President at Societal CDMO, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Winston J. Churchill resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Jeffrey Edwards was appointed as Director at Societal CDMO, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Executive change Bryan Reasons resigned as Director at Societal CDMO, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Governance Changes Societal CDMO, Inc.: Articles of incorporation and bylaws amended and restated in their entirety pursuant to Merger Agreement. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Material Agreements 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 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm - Material Agreements 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 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1588972/000119312524089300/0001193125-24-089300-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.