Item 1. |
Summary Term Sheet. |
The information set forth under Summary Term SheetOverview and Summary Term SheetQuestions and Answers in the
Offer to Exchange Eligible Options for New Restricted Stock Units, dated June 1, 2022 (the Exchange Offer), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
Societal CDMO, Inc., a
Pennsylvania corporation (the Company), is the issuer of the securities subject to the Exchange Offer. The Companys principal executive offices are located at 1 E. Uwchlan Ave, Suite 112, Exton, Pennsylvania 19341,
and the telephone number of its principal executive offices is (770) 534-8239.
(b) Securities.
This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain employee optionholders, subject to specified conditions, to
exchange some or all of their outstanding options to purchase shares of the Companys common stock, par value $0.01 per share (the Common Stock), for an award of restricted stock units of the Company. The
Companys executive officers, as disclosed in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2022, consultants, or present or past
non-employee directors, will not be eligible to participate in this offer.
An option will be eligible for
exchange (an Eligible Option) if it was granted (i) under the Companys 2018 Amended and Restated Equity Incentive Plan (the 2018 Plan) or (ii) as an inducement grant under Nasdaq
listing rule 5635(c)(4), in each case on or before June 30, 2020 and has a per share exercise price equal to or greater than $2.67 (the 52-week high of the Companys Common Stock as of May 25,
2022). As of May 25, 2022, Eligible Options to purchase 686,930 shares of Common Stock were outstanding.
Pursuant to the Exchange Offer, in exchange
for the tender and cancellation of Eligible Options, the Company will grant an award of restricted stock units (each, a New RSU) following the Expiration Time (as defined in the Exchange Offer) subject to the terms and
conditions described in the Exchange Offer and in the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).
The
information set forth in the Exchange Offer under Summary Term SheetOverview, Summary Term SheetQuestions and Answers and the information set forth under Section 1 (Eligible Employees;
Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer), Section 5 (Acceptance of Eligible Options for Exchange; Grant of New RSUs) and Section 7 (Price Range of Our
Common Stock) of the Offering Memorandum for the Exchange Offer contained in the Exchange Offer (the Offering Memorandum) are incorporated herein by reference.
(c) Trading Market and Price.
The
information set forth under Section 7 (Price Range of Our Common Stock) of the Offering Memorandum is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The Company is both
the filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities) of the
Offering Memorandum is incorporated herein by reference.
The address of each executive officer and director of the Company is: