EMERGENT BIOSOLUTIONS INC. Form 8-K (April 23, 2020)

Summary

A Form 8-K current report of Emergent BioSolutions Inc., dated April 23, 2020 and signed by Richard S. Lindahl, Executive Vice President, Chief Financial Officer and Treasurer. Under Item 7.01 the company issued a press release (Exhibit 99) announcing an agreement to support the manufacturing of Johnson & Johnson's lead COVID-19 vaccine candidate. Under Item 8.01 it reports that on April 20, 2020 its subsidiary Emergent Manufacturing Operations Baltimore, LLC entered into a technology transfer letter agreement with Janssen Pharmaceutical Companies of Johnson & Johnson for CDMO services, technical transfer and process validation, and reserved manufacturing capacity.

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UNITED STATES

SECURITIES AND EXCHANGE 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): April 23, 2020

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware | 001-33137 | 14-1902018
(State or other jurisdiction | (Commission File Number) | (IRS Employer
of incorporation) | Identification No.)

400 Professional Drive , Suite 400 ,

Gaithersburg , Maryland 20879

(Address of principal executive offices, including zip code)

( 240 ) 631-3200

(Registrant’s telephone number, including area code)

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 ( see General Instruction A.2. below):

☐ 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 | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, Par Value $0.001 per share | EBS | New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On April 23, 2020, Emergent BioSolutions Inc. (the “Company”) issued a press release announcing an agreement to support the manufacturing of Johnson & Johnson’s lead vaccine candidate for COVID-19. A copy of the press release related to such announcement is furnished as Exhibit 99 to this Current Report on Form 8-K.

The information in this section is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein .

Item 8.01 Other Events .

On April 20, 2020, Emergent Manufacturing Operations Baltimore, LLC, a subsidiary of the Company, entered into a technology transfer letter agreement with Janssen Pharmaceutical Companies of Johnson & Johnson to provide CDMO services for technical transfer and process validation and to reserve certain manufacturing capacity to enable large-scale manufacturing of Johnson & Johnson’s lead vaccine candidate for COVID-19.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
99 | Press release issued by the Company on April 23, 2020.
101 | Emergent BioSolutions Inc. Current Report on Form 8-K, dated April 23, 2020, formatted in XBRL (Extensible Business Reporting Language): Cover Page. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

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: April 23, 2020 | By: | /s/ RICHARD S. LINDAHL
Name:Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer

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