tm2324124-3_424b5 - none

424B5 1 tm2324124-3_424b5.htm 424B5 tm2324124-3_424b5 - none - 5.5000335s

Filed Pursuant to Rule 424(b)(5)
Registration No.: 333-253571

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 20, 2021)

14,640,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 6,110,000 Shares of Common Stock
6,110,000 Shares of Common Stock Underlying the Pre-Funded Warrants

Societal CDMO, Inc.

This is a public offering of common stock and pre-funded warrants of Societal CDMO, Inc. We are offering 14,640,000 shares of our common stock and pre-funded warrants to purchase 6,110,000 shares of common stock, or the Pre-Funded Warrants. The public offering price for each share of common stock is $0.400. The public offering price of each Pre-Funded Warrant will equal the price per share in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share. This offering also relates to the shares of common stock issuable upon exercise of the Pre-Funded Warrants sold in this offering.

Our common stock is listed on the Nasdaq Capital Market under the symbol “SCTL.” On August 22, 2023, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.5930 per share. There is no established trading market for the Pre-Funded Warrants and we do not expect a market to develop. We do not intend to list the Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement.

	Per Share			Per Pre-Funded Warrant			Total
Public offering price		$	0.400		$	0.3999		$	8,299,389.00
Underwriting discounts and commissions(1)		$	0.024		$	0.024		$	498,000.00
Offering proceeds, before expenses		$	0.376		$	0.3759		$	7,801,389.00

(1)

We refer you to the section entitled “Underwriting” beginning on page S-20 of this prospectus supplement for a description of the compensation to be received by the underwriters.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock and Pre-Funded Warrants against payment therefor on or about August 28, 2023.

Craig-Hallum

The date of this prospectus supplement is August 24, 2023

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-4
RISK FACTORS		S-7
USE OF PROCEEDS		S-11
DIVIDEND POLICY		S-12
DILUTION		S-13
DESCRIPTION OF SECURITIES OFFERED		S-15
UNDERWRITING		S-20
LEGAL MATTERS		S-22
EXPERTS		S-22
WHERE YOU CAN FIND MORE INFORMATION		S-22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-23

	ABOUT THIS PROSPECTUS					ii
	WHERE YOU CAN FIND MORE INFORMATION					iii
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					iv
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					v
	ABOUT RECRO					1
	RISK FACTORS					4
	USE OF PROCEEDS					5
	DESCRIPTION OF CAPITAL STOCK					6
	DESCRIPTION OF DEBT SECURITIES					9
	DESCRIPTION OF WARRANTS					16
	DESCRIPTION OF UNITS					17
	DESCRIPTION OF OUR SUBSCRIPTION RIGHTS					18
	GLOBAL SECURITIES					19
	SELLING SHAREHOLDERS					23
	PLAN OF DISTRIBUTION					25
	LEGAL MATTERS					28
	EXPERTS					28

Public offering price per share			$	0.40
Net tangible book value per share as of June 30, 2023	$	0.12
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering		0.05
As adjusted net tangible book value after this offering				0.17
Dilution per share to new investors in this offering			$	0.23

Underwriter	Number of Shares		Number of Pre-Funded Warrants
Craig-Hallum Capital Group LLC		14,640,000		6,110,000
Total		14,640,000		6,110,000

	Per Share			Per Pre-Funded Warrant			Total
Public offering price		$	0.400		$	0.3999		$	8,299,389.00
Underwriting discounts and commissions(1)		$	0.024		$	0.024		$	498,000.00
Proceeds, before expenses and fees, to us		$	0.376		$	0.3759		$	7,801,389.00

Selling Securityholder	Shares of Common Stock Beneficially Owned Prior to Offering(1)		Number of Shares that May Be Offered Pursuant to This Prospectus		Shares of Common Stock Beneficially Owned After Offering(2)		Percentage of Outstanding Shares of Common Stock Beneficially Owned After Offering(3)
Athyrium Opportunities II Acquisition LP(4)		174,332		1,101,210		174,332		0.6%
Athyrium Opportunities III Acquisition LP(5)		174,332		1,101,210		174,332		0.6%

SEC Form 424B5 filed by Recro Pharma Inc.