Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 15, 2023 (December 11, 2023)

CATALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36587

20-8737688

(State or other jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification Number)

14 Schoolhouse Road

Somerset, New Jersey

08873

(Address of registrant’s principal executive office)

(Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

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 203.425)

☐	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

symbols(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

CTLT

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 8.01

Other Events.

On December 15, 2023, the Company issued a press release announcing the receipt of a notice from the New York Stock Exchange (the “NYSE”) that the Company had regained compliance with Section 802.01E of the NYSE Listed Company Manual as a result of filing on December 8, 2023 its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press release, dated December 15, 2023, issued by the Company relating to regaining NYSE compliance.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Catalent, Inc.

(Registrant)

By: /s/ JOSEPH FERRARO

Joseph A. Ferraro

Senior Vice President,

General Counsel, Chief Compliance Officer & Secretary

Date: December 15, 2023

Exhibit 99.1

LOGO

PRESS RELEASE

Investor Contact:

Paul Surdez, Catalent, Inc.

(732) 537-6325

investors@catalent.com

Catalent Regains Compliance with NYSE Continued Listing Standards

December 15, 2023 SOMERSET, N.J.— Catalent, Inc. (“Catalent” or the “Company”) (NYSE: CTLT) announced today that the Company has received written notification (“Notice”) from the New York Stock Exchange (“NYSE”) that it has officially regained compliance with the NYSE continued listing standards.

Following the filing by the Company on December 8, 2023 of its Annual Report on Form 10-K for the year ended June 30, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the NYSE’s Notice cured Catalent of the previously disclosed non-compliance with exchange listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual and removed the Company from the noncompliant issuers list on the NYSE website at www.nyse.com.

About Catalent

Catalent, Inc. (NYSE: CTLT), is the global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent helps accelerate over 1,500 partner programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply approximately 70 billion doses of nearly 8,000 products annually. Catalent’s expert workforce of nearly 18,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated nearly $4.3 billion in revenue in its 2023 fiscal year. For more information, visit www.catalent.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the

Company’s compliance with the continued listing requirements of the NYSE listing standards. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, and the Company’s other filings with the SEC. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

###

Document and Entity Information	Dec. 11, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001596783
Document Type	8-K
Document Period End Date	Dec. 11, 2023
Entity Registrant Name	CATALENT, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36587
Entity Tax Identification Number	20-8737688
Entity Address, Address Line One	14 Schoolhouse Road
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	(732)
Local Phone Number	537-6200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CTLT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false