Emergent BioSolutions Files S-1/A Amendment

TL;DR

Emergent BioSolutions filed an S-1/A amendment on 12/2/24. Still working on their registration.

AI Summary

Emergent BioSolutions Inc. filed an S-1/A amendment on December 2, 2024, for a registration statement under the Securities Act of 1933. The company, incorporated in Delaware with its principal executive offices in Gaithersburg, Maryland, is in the pharmaceutical preparations industry. This filing is a pre-effective amendment, indicating ongoing adjustments to their registration before becoming effective.

Why It Matters

This filing is a procedural step for Emergent BioSolutions as they update their registration statement with the SEC, which is necessary for certain securities offerings or ongoing reporting requirements.

Risk Assessment

Risk Level: medium — S-1/A filings are typically part of a process for public offerings or significant corporate changes, which inherently carry market and regulatory risks.

Key Numbers

• 333-283150 — SEC Registration Number (Identifies the specific registration statement being amended.)
• 2834 — SIC Code (Indicates the company operates in the Pharmaceutical Preparations industry.)

Key Players & Entities

• Emergent BioSolutions Inc. (company) — Registrant
• December 2, 2024 (date) — Filing date
• 333-283150 (registration_number) — SEC registration number
• Richard S. Lindahl (person) — Executive Vice President, Chief Financial Officer and Treasurer
• Matthew C. Franker (person) — Counsel
• Julie M. Plyler (person) — Counsel
• Covington & Burling LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.001 — o 3,613,338 shares of the common stock, $0.001 par value per share (the Common Stock),
• $9.8802 — of Common Stock at an exercise price of $9.8802 per share (the Series I Warrants) and (
• $15.7185 — of Common Stock at an exercise price of $15.7185 per share (the Series II Warrants and,
• $250 m — ides for a term loan (the Term Loan) of $250 million, which was drawn in full on the d
• $33,457,950 — we would receive aggregate proceeds of $33,457,950. See Use of Proceeds. Risk Factors
• $7.79 — at a weighted average exercise price of $7.79 per share; 1,237,127 shares of Common
• $11.76 — 24 at a weighted average grant price of $11.76; 200,760 shares of Common Stock issua
• $13.20 — 24 at a weighted average grant price of $13.20; 6,420,267 shares of Common Stock res
• $16.66 — our Common Stock has traded as high as $16.66 per share and as low as $1.42 per share
• $1.42 — high as $16.66 per share and as low as $1.42 per share. The market price of our Comm

Filing Documents

• d826831ds1a.htm (S-1/A) — 296KB
• g826831g1105120010405.jpg (GRAPHIC) — 7KB
• 0001193125-24-268963.txt ( ) — 306KB

USE OF PROCEEDS

USE OF PROCEEDS 5 SELLING SECURITYHOLDERS 6 PLAN OF DISTRIBUTION 8 LEGAL MATTERS 10 EXPERTS 10 WHERE YOU CAN FIND MORE INFORMATION 10 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 10 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the SEC), under which the Selling Securityholders may, from time to time, sell the securities described in this prospectus in one or more offerings. Neither we nor the Selling Securityholders have authorized anyone to provide you with information that is different from or in addition to the information contained or incorporated by reference in this prospectus. Accordingly, neither we nor any Selling Securityholder takes any responsibility for, or can provide any assurance as to the reliability of, any information that others may give. The Selling Securityholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than where offers and sales of these securities are permitted or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed materially since those dates. In making your investment decision it is important for you to read and consider all information contained in this prospectus. You should also read and consider the

Use of Proceeds

Use of Proceeds We will not receive any of the proceeds from the sale of our securities by the Selling Securityholders. However, the Company will receive the proceeds of any cash exercise of the Warrants. If all of the Warrants were exercised for cash, we would receive aggregate proceeds of $33,457,950. See Use of Proceeds.

Risk Factors

Risk Factors Investing in our securities involves a high degree of risk. See Risk Factors on page 3 of this prospectus to read about factors that you should consider carefully before buying our securities. Trading Market and Ticker Symbol Our Common Stock is listed on the New York Stock Exchange under the symbol EBS. There is no established public trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited. Except as otherwise indicated herein, the number of shares of Common Stock to be outstanding immediately after this offering is based on 54,059,371 shares of Common Stock outstanding as of September 30, 2024. The number of shares of Common Stock to be outstanding immediately after this offering excludes: 4,984,214 shares of Common Stock issuable upon the exercise of stock options outstanding as of September 30, 2024 at a weighted average exercise price of $7.79 per share; 1,237,127 shares of Common Stock issuable pursuant to unvested restricted stock units outstanding as of September 30, 2024 at a weighted average grant price of $11.76; 200,760 shares of Common Stock issuable pursuant to unvested performance stock units outstanding as of September 30, 2024 at a weighted average grant price of $13.20; 6,420,267 shares of Common Stock reserved for issuance under the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan as of September 30, 2024; 4,000,000 shares of Common Stock reserved for issuance under the Emergent BioSolutions Inc. Inducement Plan as of September 30, 2024; and 1,609,227 shares of Common Stock reserved for issuance under the Emergent BioSolutions Inc. Amended Employee Stock Purchase Plan as of September 30, 2024. 2 Table of Contents

RISK FACTORS

RISK FACTORS An investment in our securities involves significant risks. Before making an investment in our securities, you should carefully read all of the information contained in this prospectus and in the documents incorporated by reference herein. For a discussion of risks that you should carefully consider before deciding to purchase any of our securities, please review the risk factors disclosed below, together with the other information in this prospectus and the information and documents incorporated by reference herein, including the risk factors set forth in the Risk Factors section of our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and all other information contained or incorporated by reference into this prospectus. Any of these risks, as well as additional risks not currently known to us or that we currently deem immaterial, may adversely affect our business, financial condition, results of operations, and prospects, resulting in a decline in the trading price of our Common Stock and loss of all or part of your investment. Risks Related to this Offering Our stock price is volatile, and purchasers of our securities could incur substantial losses. The price of our Common Stock price has been, and is likely to continue to be, volatile. The market price of our Common Stock could fluctuate significantly for many reasons, including in response to the risks described in this Risk Factors section, or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. From January 1, 2023 through the date of this prospectus, our Common Stock has traded as high as $16.66 per share and as low as $1.42 per share. The market price of our Common Stock may be influenced by many factors, including,

View Full Filing

View this S-1/A filing on SEC EDGAR