UNITED STATES SECURITIES ~~STATESSECURITIES~~ AND EXCHANGE ~~COMMISSIONWASHINGTON~~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): ~~November~~February 2128, ~~2023~~2024

Societal CDMO, Inc.

(Exact name of Registrant as Specified in Its Charter)

Pennsylvania	001-36329	26-1523233	~~001-36329~~	~~26-1523233~~
(State or Other Jurisdictionof Incorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
(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)

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

N/A

(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		~~TradingSymbol~~Trading Symbol(s)		Name of each 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 1.01. Entry into a Material Definitive Agreement.

OnMerger November 27, 2023, Societal CDMO Gainesville, LLC (“Societal Gainesville”), a Massachusetts limited liability company and wholly owned subsidiary of Societal CDMO, Inc. (the “Company”), entered into a Fifth Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions (the “Amendment”) with Weekley Homes, LLC, a Delaware limited liability company (the “Purchaser”). The Amendment further amends that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated as of August 11, 2022 (as amended from time to time, the “Agreement”), between Societal Gainesville and the Purchaser.

~~The~~On ~~Amendment~~February ~~provides~~28, ~~among~~2024, ~~other~~Societal ~~things~~CDMO, Inc., a Pennsylvania corporation (ithe “Company” or “Societal”), CoreRx, Inc., a ~~reduction~~Florida incorporation ~~the~~(“Parent” ~~purchase~~or ~~price~~“CoreRx”), and ~~for~~Cane ~~certain~~Merger ~~real~~Sub, ~~estate~~Inc., ~~located~~a inPennsylvania ~~Hall~~corporation ~~County,~~and ~~Georgia~~a wholly owned subsidiary of Parent (“Merger Sub”), asentered ~~more~~into an ~~particularly~~Agreement ~~described~~and inPlan of Merger (the “Merger Agreement,”). ~~from~~Pursuant $9to the Merger Agreement,~~075,000~~ and upon the terms and subject to $8the conditions therein,~~067,500~~ Merger Sub will commence a tender offer (the “~~Purchase Price~~Offer”) to acquire all of the issued and ~~(ii)~~outstanding shares anof ~~additional~~common stock, ~~non-refundable~~par ~~earnest~~value ~~money~~$0.01 ~~deposit~~per share, of the Company (“Company Common Stock”), for $501.10 per share of Company Common Stock (the “Offer Price”),~~000~~ in cash, subject to beany ~~paid~~applicable bywithholding of taxes and without interest. The Merger Agreement provides that Merger Sub will commence the ~~Purchaser~~Offer tono ~~Societal~~later ~~Gainesville~~than ~~within~~10 business days after the date of the Merger Agreement. The Offer will initially expire one minute following 11:59 p.m. (Eastern Time) on the date that is 20 business ~~day~~days following the commencement of the ~~execution~~Offer, unless extended in accordance with the terms of the ~~Amendment,~~Offer and tothe beMerger ~~applied~~Agreement toand the ~~Purchase~~applicable ~~Price~~rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

~~The~~Merger ~~foregoing~~Sub’s ~~description~~obligation to accept for payment shares of ~~the~~Company ~~Amendment~~Common ~~does~~Stock validly tendered (and not ~~purport~~validly withdrawn) pursuant to the Offer is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including that (a) the number of shares of Company Common Stock purchased by Parent or Merger Sub in accordance with the Offer, when considered together with all other shares of Company Common Stock (i) owned by Parent or Merger Sub or any parent of Parent or Merger Sub or any wholly owned subsidiary of any of the foregoing, or (ii) subject to an agreement that they are to be ~~complete~~transferred, contributed or delivered to the Merger Sub, any parent of Merger Sub or any wholly owned subsidiary of any of the foregoing in exchange for shares or interests in Parent or Merger Sub or such parent or subsidiary, collectively represent at least one share more than 50% of the issued and isoutstanding ~~qualified~~shares of Company Common Stock at the time of the expiration of the Offer, (b) the representations and warranties of the Company contained in ~~its~~the ~~entirety~~Merger byAgreement ~~reference~~are accurate, subject to customary thresholds and exceptions, (c) the ~~full~~Company ~~text~~has complied with or performed in all material respects all of the ~~Amendment~~Company’s covenants and agreements it is required to comply with or perform under the Merger Agreement, ~~which~~(d) there has not occurred nor is ~~filed~~there ~~herewith~~a continuing Material Adverse Effect (as ~~Exhibit~~defined ~~10.1~~in tothe ~~this~~Merger ~~Current~~Agreement), ~~Report~~(e) onno ~~Form~~court ~~8-K~~of competent jurisdiction has issued any order, and isno ~~incorporated~~law has bybeen ~~reference~~enacted, which remains in effect, preventing the acquisition of or payment for the shares of Company Common Stock pursuant to the Offer and (f) other customary conditions set forth in Annex I of the Merger Agreement have been satisfied.

~~Item~~Following ~~3.01~~the ~~Notice~~consummation of ~~Delisting~~the orOffer, ~~Failure~~upon the toterms ~~Satisfy~~and conditions set forth in the Merger Agreement and in accordance with the Pennsylvania Business Corporation Law (“PBCL”), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and as a ~~Continued~~wholly ~~Listing~~owned ~~Rule~~subsidiary orof ~~Standard;~~Parent. ~~Transfer~~Subject to the consummation of ~~Listing~~the Offer, the Merger will be governed by and effected under Section 321(f) of the PBCL, with no shareholder vote required to consummate the Merger.

AsPursuant ~~previously~~to ~~reported~~the Merger, oneach ~~May~~issued ~~23,~~and ~~2023,~~outstanding share ~~the~~of Company ~~received~~Common ~~written~~Stock ~~notice~~ (~~the~~other ~~“Initial~~than ~~Notice”)~~shares ~~from~~of ~~the~~Company ~~Nasdaq~~Common ~~Listing~~Stock ~~Qualifications~~(a) ~~Department~~held (by the ~~“Staff”)~~Company of(including ~~the~~those ~~Nasdaq~~held ~~Stock~~in ~~Market~~the ~~LLC~~Company’s treasury), (~~“Nasdaq”~~b) that ~~because~~as ~~the~~of ~~closing~~immediately ~~bid~~prior ~~price~~to ~~for~~ the ~~Company’s~~effective ~~common~~time ~~stock~~of ~~had~~the ~~been~~Merger ~~below~~(the ~~$1.00~~“Effective ~~per~~Time”) ~~share~~were ~~for~~owned 30by ~~consecutive~~Parent or ~~business~~Merger ~~days,~~Sub ~~the~~or ~~Company~~any noother ~~longer~~direct ~~complied~~or ~~with~~indirect ~~the~~wholly ~~minimum~~owned ~~bid~~subsidiary ~~price~~of ~~requirement~~Parent, ~~pursuant~~(c) toirrevocably ~~Nasdaq~~accepted ~~Listing~~for ~~Rule~~payment ~~5550~~in the Offer, or (ad)~~(2)~~ ~~(“Minimum~~held ~~Bid~~by ~~Price~~holders ~~Requirement”).~~who ~~The~~have ~~Initial~~properly ~~Notice~~exercised ~~stated~~their ~~that~~appraisal ~~the~~rights) ~~Company~~will ~~had~~be ~~180~~automatically ~~calendar~~cancelled ~~days,~~and orconverted ~~until~~into ~~November~~the ~~20,~~right ~~2023,~~ to receive ~~regain~~an ~~compliance~~amount ~~with~~in ~~the~~cash ~~Minimum~~equal ~~Bid~~to ~~Price~~the ~~Requirement~~Offer Price.

OnIn ~~November 21~~addition, ~~2023,~~immediately ~~the~~prior ~~Company received a second letter from the Staff advising that the Company had been granted an additional 180 calendar days, or until May 20, 2024 (the “Extended Compliance Period”),~~ to ~~regain compliance with~~ the ~~Minimum Bid Price Requirement in accordance with Nasdaq Listing Rule 5810(c)(3)(A). If at any time during the Extended Compliance Period~~Effective Time, ~~the~~by ~~closing~~virtue ~~bid price~~ of, ~~the~~and ~~Company’s~~as ~~common stock is at least $1.00 per share for~~ a ~~minimum~~condition of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance with the Minimum Bid Price Requirement. If the Company cannot demonstrate compliance during the Extended Compliance Period, the Staff will provide notice that the Company’s common stock will be subject to ~~delisting. At that time~~, the ~~Company~~Merger ~~may~~and ~~appeal~~without ~~the~~any ~~Staff’s~~action ~~determination~~on ~~to a Hearings Panel (~~the ~~“Panel”).~~part ~~There~~of ~~can~~any beholder ~~no assurance that, if the Company does appeal the Staff’s delisting determination to the Panel, such appeal would be successful.~~thereof:

~~The~~· ~~Company~~Each ~~intends~~option to ~~continue~~purchase toCompany ~~monitor~~Common ~~the~~Stock ~~closing~~(“Company ~~bid~~Option”), ~~price~~whether ofvested ~~its~~or ~~common~~unvested, ~~stock~~that ~~and~~has ~~will~~a ~~consider~~per ~~available~~share ~~options~~exercise toprice ~~regain~~that ~~compliance~~is ~~with~~less than the ~~Minimum~~Offer ~~Bid~~ Price ~~Requirement~~(each, ~~including~~an ~~potentially~~“In-the-Money ~~implementing~~Option”) athat ~~reverse~~is ~~stock~~outstanding ~~split~~and ~~(if~~unexercised ~~approved~~immediately byprior to the ~~Company’s~~Effective ~~shareholders).~~Time ~~There~~will, ~~can~~if applicable, automatically accelerate and become fully vested, and be nocancelled ~~assurance~~and ~~that~~automatically converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company ~~will~~Common beStock ~~able~~subject to ~~regain~~such ~~compliance~~fully ~~with~~vested In-the-Money ~~Minimum~~Option ~~Bid~~immediately ~~Price~~prior ~~Requirement~~to ~~during~~the Effective Time, multiplied by (ii) the ~~Extended~~excess, ~~Compliance~~if ~~Period~~any, orof ~~will~~(A) ~~otherwise~~the beOffer inPrice ~~compliance~~minus ~~with~~(B) ~~other~~the ~~Nasdaq~~exercise ~~listing~~price ~~requirements.~~payable per share of Company Common Stock under such In-the-Money Option;

~~Forward-Looking~~· ~~Statements~~Each Company Option that has a per share exercise price that is equal to or greater than the Offer Price, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will be cancelled without any consideration payable therefor;

~~The~~· ~~statements~~Each ~~made~~restricted herein contain “forward-looking” statements, including, without limitation, statements related to the Company’s compliance with the Minimum Bid Price Requirement and related options to achieve compliance, including potentially implementing a reverse stock ~~split.~~unit ~~Any statements contained herein 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~~RSU”) ~~results~~that ~~and~~is ~~the~~outstanding ~~timing~~immediately ofprior ~~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~~Effective ~~ability to regain compliance with the Minimum Bid Price Requirement~~Time, ~~either~~whether ~~through~~vested ~~an increase in the trading price on the Nasdaq Capital Market~~ or ~~by effecting a reverse stock split. The Company’s Annual Report on Form 10-K~~unvested, ~~filed~~will ~~with~~automatically ~~the Securities and Exchange Commission (“SEC”) on March 1~~accelerate, ~~2023,~~become ~~Quarterly~~fully ~~Reports~~vested ~~on Form 10-Q, filed with the SEC on May 10, 2023, August 14, 2023~~ and ~~November~~be 8,cancelled ~~2023,~~ and ~~its~~automatically ~~other~~converted ~~filings~~into ~~made with~~ the ~~SEC~~right ~~from time~~ to ~~time~~receive ~~contain~~cash ~~under~~in ~~the~~an ~~heading,~~amount ~~“Risk~~equal ~~Factors,”~~to athe ~~more~~product ~~comprehensive description~~ of ~~risks~~(i) ~~to which~~ the ~~Company~~total isnumber ~~subject.~~of ~~The~~shares of Company ~~expressly~~Common ~~disclaims~~Stock ~~any~~issuable ~~obligation~~in orsettlement ~~undertaking~~of tosuch ~~release~~Company ~~publicly~~RSU, ~~any~~immediately ~~updates~~prior ~~or revisions~~ to ~~any forward-looking statements contained herein to reflect any change in~~ the ~~Company’s~~Effective ~~expectations with regard thereto or any change in events~~Time, ~~conditions~~multiplied orby ~~circumstances~~(ii) onthe ~~which~~Offer ~~any such statements are based.~~Price;

~~Item~~· ~~9.01~~Each ~~Financial~~In-the-Money ~~Statements~~Warrant (as defined in the Merger Agreement) that is then outstanding and ~~Exhibits.~~unexercised as of immediately prior to the Effective Time shall be cancelled without any consideration payable (whether in the form of cash or otherwise) therefor, whether before or after the Effective Time;

· Each Out-of-the-Money Warrant (das defined in the Merger Agreement) ~~Exhibits~~that is then outstanding as of immediately prior to the Effective Time shall be canceled without any consideration payable (whether in the form of cash or otherwise) therefor, whether before or after the Effective Time; and

~~The~~· ~~following~~Each ~~exhibits~~Company ~~are~~Pre-Funded ~~being~~Warrant ~~filed~~(as ~~herewith:~~defined in the Merger Agreement) that is then outstanding and unexercised as of immediately prior to the Effective Time shall be converted into and thereafter evidence a warrant entitling the holder to receive upon exercise thereof, a cash amount determined based on the total number of shares subject to such Pre-Funded Warrant immediately prior to the Effective Time, multiplied by the excess of (A) the Offer Price minus (B) the exercise price payable per share under such Pre-Funded Warrant.

ExhibitNo.		Document
10.1		Fifth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of November 27, 2023, by and between Societal CDMO Gainesville, LLC and Weekley Homes, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub for a transaction of this nature, including covenants regarding the operation of the Company’s business prior to the Effective Time.

~~SIGNATURES~~The Company has agreed to customary restrictions on its ability to solicit alternative takeover proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information to and participate in discussions or negotiations with third parties in response to a bona fide, unsolicited written acquisition proposal that the Board of Directors of the Company (the “Company Board”) has determined in good faith (i) constitutes or could reasonably be expected to lead to a Superior Offer (as such term is defined in the Merger Agreement) and (ii) failure to engage in such discussions or negotiations and provide any such information would be inconsistent with its fiduciary obligations under applicable law.

~~Pursuant~~The toMerger Agreement provides for certain termination rights for both of the ~~requirements~~Company and Parent, including (a) by mutual written agreement of the ~~Securities~~Company ~~Exchange~~and ~~Act~~Parent prior to the Offer Acceptance Time (as defined in the Merger Agreement), (b) by either the Company or Parent, if the Offer Acceptance Time has not occurred by August 28, 2024, (c) by either the Company or Parent, if a court of ~~1934~~competent jurisdiction has issued an order that has the effect of permanently restraining, enjoining or otherwise prohibiting the ~~registrant~~Offer or the Merger, (d) by Parent, if the Company Board has ~~duly~~effected ~~caused~~a ~~this~~Company ~~report~~Adverse Change toRecommendation be(as ~~signed~~defined onin the Merger Agreement) or if the Company has Willfully Breached (as defined in the Merger Agreement) its ~~behalf~~non-solicitation obligations under the Merger Agreement, (e) by either the ~~undersigned~~Company ~~hereunto~~or ~~duly~~Parent, ~~authorized~~upon the other party’s uncured breach of the Merger Agreement, (f) by the Company, in order to accept a Superior Offer (as defined in the Merger Agreement), or (g) by the Company, if Merger Sub fails to commence the Offer within 10 business days of the date of the Merger Agreement. In addition, if the Merger Agreement is terminated in certain circumstances, as more fully described in the Merger Agreement, the Company will be required to pay Parent a termination fee in the amount of $5,000,000.

			Societal CDMO, Inc.
Date:	November 28, 2023	By:	/s/ J. David Enloe, Jr.
			J. David Enloe, Jr.President and Chief Executive Officer

The Company Board has unanimously (i) determined the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interest of the Company and its shareholders, (ii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, (iii) resolved that the Merger shall be effected under Section 321(f) of the PBCL, and (iv) resolved to recommend that the shareholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.

The Merger Agreement and the foregoing description thereof have been included to provide investors and shareholders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Parent, Merger Sub or the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC, and are also qualified in important part by confidential disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement. Investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Tender and Support Agreements

On February 28, 2024, in connection with the execution of the Merger Agreement, the directors and executive officers of the Company and certain of their affiliates, along with certain other shareholders of the Company, including First Light Asset Management, LLC (the “Supporting Shareholders”), entered into Tender and Support Agreements with Parent and Merger Sub (the “Support Agreements”). Under the terms of the Support Agreements, each Supporting Shareholder has agreed, among other things, to tender, pursuant to the Offer, their shares of Company Common Stock in the Offer, vote their shares of Company Common Stock in favor of the Merger, if applicable, and, subject to certain exceptions, not to transfer any of the shares of Company Common Stock.

As of February 28, 2024, the Supporting Shareholders beneficially owned an aggregate of approximately 25.5% of the outstanding shares of Company Common Stock. The Support Agreements will terminate upon termination of the Merger Agreement and certain other specified events.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On February 28, 2024, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is hereby furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.2 of this Report shall not be deemed “filed” for 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 incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. These forward-looking statements include, among others, the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this Current Report on Form 8-K are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Potential risks, uncertainties and other factor to be considered include, among others, that Societal shareholders may not tender a sufficient number of shares in the tender offer; the length of time necessary to consummate the proposed transaction may be longer than anticipated, or it may not be consummated at all; the proposed transaction may involve unexpected costs; the businesses may suffer as a result of uncertainty surrounding the proposed transaction, including difficulties in maintaining relationships with third parties or retaining key employees; and the risk that shareholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability. For further discussion of these and other risks and uncertainties, see Societal’s most recent Form 10-K and Form 10-Q filings with the SEC, including under the headings “Risk Factors.” You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Except as required by law, neither CoreRx nor Societal is under any duty to update any of the information in this document.

Additional Information And Where To Find It

In connection with the proposed acquisition, CoreRx will commence a tender offer for the outstanding shares of Societal. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Societal, nor is it a substitute for the tender offer materials that CoreRx and Merger Sub will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, CoreRx and Merger Sub will file tender offer materials on Schedule TO, and Societal will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Societal common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Societal common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Societal at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. In addition, these materials will be available at no charge on the Investors page of Societal’s website at https://www.societalcdmo.com/ and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
2.1		Agreement and Plan of Merger, dated as of February 28, 2024, by and among Societal CDMO, Inc., CoreRx, Inc. and Cane Merger Sub, Inc.*

99.1		Form of Tender and Support Agreement, dated as of February 28, 2024, by and among CoreRx, Inc., Cane Merger Sub, Inc. and the Supporting Shareholder.

99.2		Press Release issued on February 28, 2024 by Societal CDMO, Inc.**

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

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.

Date: February 28, 2024	By:	/s/ J. David Enloe, Jr.
		J. David Enloe, Jr.
		President and Chief Executive Officer

Filing Compare · Societal CDMO, Inc.