Emergent BioSolutions Inc.
09/17/2024 | Press release | Distributed by Public on 09/17/2024 14:13
Private Placement Form 8 K
Item 3.02 Unregistered Sales of Equity Securities
On September 17, 2024, Emergent BioSolutions Inc. (the "Company") closed the previously announced issuance of 1,113,338 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of the Credit Agreement, dated August 30, 2024, by and among the Company, the lenders from time to time party thereto, and OHA Agency LLC, as administrative agent (the "Term Loan Agreement"). The shares were issued to the lenders at a price per share of approximately $8.98, which was based on the volume weighted average price per share of Common Stock for the 30 consecutive trading days ending on, but excluding, the 10th business day after the date of the Term Loan Agreement.
In addition, on September 17, 2024, the exercise prices of the Warrants (as defined below) that were issued to the lenders in connection with the Term Loan Agreement were determined. Pursuant to formulas set forth in the previously disclosed Warrant Agreement, dated August 30, 2024, by and between the Company and Broadridge Corporate Issuer Solutions LLC, as warrant agent, the exercise price of the warrants (the "Series I Warrants") to purchase 1,000,000 shares of Common Stock was determined to be $9.8802 per share, and the exercise price of the warrants (the "Series II Warrants" and, together with the Series I Warrants, the "Warrants") to purchase 1,500,000 shares of Common Stock was determined to be $15.7185 per share. The Warrants are currently exercisable and will expire on August 30, 2029 unless earlier exercised in full.
The Shares and the Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any proceeds from the issuance of the Shares or the Warrants, although upon the exercise of the Warrants, if any, the Company will receive the exercise price thereof.