Societal CDMO, Inc. (("Societal", 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 that it has priced its concurrent underwritten public offerings of 27,841,737 shares of its common stock at a price to the public of $1.10 per common share and (ii) 450,000 shares of its Series A convertible preferred stock, which will be convertible into 4,500,000 shares of its common stock, at a price to the public of $11.0 per Series A share. The gross proceeds of the offerings are expected to be approximately $35.6 million, prior to deducting the underwriting discounts and estimated offering expenses.
The offerings are expected to close on or about December 14, 2022, subject to customary closing conditions.
Societal intends to use the net proceeds from the proposed offerings for the repayment of its outstanding debt facility with Athyrium and associated costs to satisfy closing conditions for a capital structure refinancing, including a sale-leaseback transaction in connection with its facility in Gainesville, Georgia and a new 3-year Term A Loan debt facility with Royal Bank of Canada. Societal intends to use the net proceeds from the proposed offerings, together with proceeds from the new Term A Loan and the sale-leaseback transaction, to repay in full and retire the outstanding debt facility with Athyrium, with any remaining proceeds to be used for general corporate and working capital purposes.
RBC Capital Markets is acting as sole book-running manager for the offerings.
The securities are being offered by Societal pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission ("SEC") on February 26, 2021, and declared effective by the SEC on April 20, 2021. The offerings are being made only by means of the prospectuses and prospectus supplements that form a part of the registration statement.
Copies of the final prospectus supplements and the accompanying prospectuses relating to each offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. When available, copies can also be obtained from RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, via telephone at (877) 822-4089 or via email at equityprospectus@rbccm.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.