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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): September 20, 2023
Societal CDMO, Inc.
(Exact name of registrant as specified in its
charter)
Pennsylvania |
001-36329 |
26-1523233 |
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
1 E. Uwchlan Ave, Suite 112 |
|
Exton, Pennsylvania |
|
19341 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (770) 534-8239
Not Applicable
(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:
¨
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 |
|
Name
of exchange
on which registered |
Common Stock, par value $0.01 |
|
SCTL |
|
The Nasdaq Stock Market LLC |
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 2.05 | Costs Associated with Exit or Disposal Activities. |
On September 20, 2023, Societal CDMO, Inc. (the “Company”)
announced a strategic restructuring plan, and corresponding reduction in workforce, aimed at streamlining and optimizing the Company’s
operations. The restructuring plan includes a reduction in the Company’s workforce of 26 current employees and nine open positions,
a significant majority of which work to support earlier-stage services, which are most acutely affected by the current financing environment.
The Company expects this workforce reduction to result in annualized savings to the Company of approximately $5.5 million.
The Company estimates that it will incur approximately $1 million of
one-time costs, most of which are expected to be cash expenditures, primarily in connection with the reduction in workforce related to
severance pay and other related termination benefits. The Company communicated the workforce reduction on September 20, 2023 and
expects the majority of the costs to be incurred during the quarter ending September 30, 2023. The estimate of costs that the Company
expects to incur, and the timing thereof, are subject to a number of assumptions, and actual results may differ materially from these
estimates. The Company may also incur other cash or non-cash charges or cash expenditures not currently contemplated due to events that
may occur as a result of, or in association with, the actions described above.
| Item 7.01 | Regulation FD Disclosure. |
On September 20, 2023, the Company issued a press release announcing
the strategic restructuring plan and the appointment of Wayne B. Weisman as Executive Chairman of the Company’s Board of Directors.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is
being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities
of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking”
statements, including, without limitation, statements related to the estimated costs associated with severance pay and other related termination
benefits and the expected timing of such costs. Any statements contained in this Current Report on Form 8-K that are not statements
of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon the Company’s
current expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of
events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties,
which include, without limitation, risks related to the Company’s ability to implement, and realize the expected benefits of, the
restructuring plan as currently anticipated, the impact of the workforce reduction on the Company’s business operations and reputation,
retaining skilled and motivated personnel, costs of restructuring, expected future balances of cash, cash equivalents and short-term investments
and unanticipated charges not currently contemplated that may occur as a result of the restructuring plan. The Company’s Annual
Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023, Quarterly Reports
on Form 10-Q, filed with the SEC on May 10, 2023 and August 14, 2023, and its other filings made with the SEC from time
to time contain under the heading, “Risk Factors,” a more comprehensive description of risks to which the Company is subject.
The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is being furnished herewith:
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: September 20, 2023
Exhibit 99.1
Contacts:
Stephanie Diaz (Investors) |
Tim Brons (Media) |
Ryan D. Lake (CFO) |
Vida Strategic Partners |
Vida Strategic Partners |
Societal CDMO |
415-675-7401 |
415-675-7402 |
770-531-8365 |
sdiaz@vidasp.com |
tbrons@vidasp.com |
ryan.lake@societalcdmo.com |
Societal
CDMO announces corporate restructuring
Strategic Realignment Designed to Right Size
Organization to Address Macro Pharma Market Financing Challenges and Increase Operational Efficiency in Areas of Historical Strength
SAN DIEGO, CA, and
GAINESVILLE, GA – September 20, 2023 — Societal
CDMO, Inc. (“Societal CDMO”; NASDAQ: SCTL),
a contract development and manufacturing organization (CDMO) dedicated to solving complex formulation and manufacturing challenges primarily
in small molecule therapeutic development, today announced a strategic restructuring plan
to streamline and optimize operations.
Following
the completion of a comprehensive review of its operations, Societal has reduced its workforce by 26 positions (9%) across all aspects
of the business, effective September 20, 2023. It also has eliminated nine open positions. These moves are expected to result in
annualized savings of approximately $5.5 million. A significant majority of the cuts will impact the portion of the business supporting
earlier-stage services, which are most acutely affected by the current financing environment.
“Our
executive team, in collaboration with our board of directors, has executed a careful review of our current operations and resources and
determined that this strategic realignment is essential at this time. Industry-wide funding challenges, which are particularly impacting
early-stage drug development, dictate that we reduce our infrastructure in areas that support companies most affected by this slowdown.
Taking these difficult but important steps will enable us to increase our operational efficiency, especially in areas that historically
have been our greatest strengths. Additionally, this restructuring will bolster our ability to achieve our growth strategies and continue
to deliver on our commitment to playing a key role in bringing important medicines to patients,” said David Enloe, chief executive
officer of Societal CDMO. “We are deeply appreciative of the tireless commitment of all our team members, and extend a heartfelt
thank you for the essential contributions made by those that are impacted by this restructuring.”
To further
support this organizational realignment, Societal has appointed Wayne Weisman, our current chairman, as executive chairman of the board
of directors. Appointing Mr. Weisman as executive chairman will enable him, along with the support of the board, to provide more
direct oversight on the implementation and execution of the corporate strategy.
“I
am pleased to assume the role of executive chairman and further support our management as it navigates today’s challenging financial
environment. I, as well as the other members of the Societal board of directors, have an excellent working relationship with our management
team, and I appreciate the opportunity to expand our engagement on these strategic matters,” stated Mr. Weisman.
About Societal CDMO
Societal CDMO (NASDAQ:
SCTL) is a bi-coastal contract development and manufacturing organization (CDMO) with capabilities spanning
pre-Investigational New Drug (IND) development to commercial manufacturing and packaging for a wide
range of therapeutic dosage forms with a primary focus in the area of small molecules. With an expertise in solving complex manufacturing
problems, Societal CDMO is a leading CDMO providing therapeutic development, end-to-end regulatory support, clinical and commercial manufacturing,
aseptic fill/finish, lyophilization, packaging and logistics services to
the global pharmaceutical market.
In addition to our experience in handling DEA
controlled substances and developing and manufacturing modified-release dosage forms, Societal CDMO has the expertise to deliver on our
clients’ pharmaceutical development and manufacturing projects, regardless of complexity level. We do all of this in our best-in-class
facilities, which total 145,000 square feet, in Gainesville, Georgia and San Diego, California.
Societal CDMO: Bringing
Science to Society. For more information about Societal CDMO’s customer solutions, visit societalcdmo.com.
Forward-Looking Statements
This press release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward looking statements include, but are not limited to, statements regarding the anticipated cost savings of the restructuring. The
words “anticipate”, “believe”, “could”, “estimate”, “upcoming”, “expect”,
“intend”, “may”, “plan”, “predict”, “project”, “will” and similar
terms and phrases may be used to identify forward-looking statements in this press release. Our operations involve risks and uncertainties,
many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations
and whether the forward-looking statements ultimately prove to be correct. Factors that could cause the company’s actual outcomes
to differ materially from those expressed in or underlying these forward-looking statements include risks and uncertainties associated
with realizing the expected benefits of the restructuring plan in a timely manner, or at all, potential negative impacts of the restructuring
on the Company’s business operations and reputation, retaining skilled and motivated personnel, costs of restructuring and expected
future balances of cash, cash equivalents and short-term investments These forward-looking statements should be considered together with
the risks and uncertainties discussed in our filings with the Securities and Exchange Commission (SEC), including the annual report on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the SEC and available
at www.sec.gov. These forward-looking statements are based on information currently available to us, and we assume no obligation to update
any forward-looking statements except as required by applicable law.
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Societal CDMO (NASDAQ:SCTL)
過去 株価チャート
から 6 2024 まで 7 2024
Societal CDMO (NASDAQ:SCTL)
過去 株価チャート
から 7 2023 まで 7 2024