Emergent BioSolutions Enters Material Definitive Agreement

TL;DR

Emergent BioSolutions signed a big deal, filing an 8-K on 7/31/24.

AI Summary

Emergent BioSolutions Inc. announced on July 31, 2024, that it has entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant new contract or partnership for Emergent BioSolutions, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• Emergent BioSolutions Inc. (company) — Registrant
• July 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share EBS New York Stock
• $75 million — ent provides for cash purchase price of $75 million at the closing of the Transaction, whic
• $5 million — n addition, SERB will pay the Company a $5 million payment upon achievement of a milestone

Filing Documents

• ebs-20240731.htm (8-K) — 36KB
• pressrelease_07312024.htm (EX-99.1) — 20KB
• image.jpg (GRAPHIC) — 7KB
• 0001367644-24-000134.txt ( ) — 196KB
• ebs-20240731.xsd (EX-101.SCH) — 2KB
• ebs-20240731_lab.xml (EX-101.LAB) — 22KB
• ebs-20240731_pre.xml (EX-101.PRE) — 13KB
• ebs-20240731_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 31, 2024, Emergent BioSolutions Inc. ("Parent"), through its wholly owned subsidiary Emergent BioSolutions Canada Inc. (collectively the "Company"), entered into a Stock and Asset Purchase Agreement (the "Agreement") with SERB Pharmaceuticals, through its wholly owned subsidiary BTG International Inc. (collectively, "SERB"), pursuant to which, among other things, the Company sold its worldwide rights to RSDL (Reactive Skin Decontamination Lotion) , to SERB (the "Transaction"). The Transaction also included the sale to SERB of all the outstanding capital stock of Emergent Protective Products USA Inc. ("EPPU"), a wholly owned subsidiary of Parent, which leases a manufacturing facility in Hattiesburg, Mississippi, as well as certain assets related to RSDL , including intellectual property rights, contract rights, inventory and marketing authorizations. In addition, the employees of EPPU are expected to join SERB in connection with the Transaction. Pursuant to the Transaction, SERB will assume certain government contracts related to RSDL decontamination lotion, including the Company's existing contract to supply RSDL to the U.S. Department of Defense, through a new contract award to the Canadian Commercial Corporation. The Agreement provides for cash purchase price of $75 million at the closing of the Transaction, which is subject to customary adjustments based on inventory value at closing. In addition, SERB will pay the Company a $5 million payment upon achievement of a milestone relating to sourcing of a certain component of RSDL decontamination lotion. The Transaction closed early the morning of July 31, 2024. The Company and SERB made customary representations, warranties, and covenants in the Agreement. In addition, the Company agreed, for a period of three years following the closing of the Transaction, not to make, import, export, use, sell or otherwise dispose of, any product that is intended to r

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 31, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 99.1 Press release issued by Emergent BioSolutions Inc. on Ju ly 31 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. EMERGENT BIOSOLUTIONS INC. Dated: July 31, 2024 By: /s/ RICHARD S. LINDAHL Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR