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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): August 11, 2023
EMERGENT BIOSOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33137 |
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14-1902018 |
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(Commission File Number) |
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(IRS Employer |
| of incorporation) |
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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:
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2023, Emergent BioSolutions Inc. (the “Company”), announced that Jerome Hauer, Ph.D., a director of the Company, had passed away on Friday August 11, 2023. Dr. Hauer served as a director since January 2015 and previously served on the company’s Board of Directors from May 2004 to October 2011.
Item 7.01. Regulation FD Disclosure.
On August 16, 2023, the Company issued a statement regarding Dr. Hauer’s passing, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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EMERGENT BIOSOLUTIONS INC. |
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| Dated: August 16, 2023 |
By: |
/s/ RICHARD S. LINDAHL |
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Name: Richard S. Lindahl
Title: Executive Vice President, Chief Financial
Officer and Treasurer |
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EX-99.1
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a08162023-drhauer.htm
EX-99.1
Document
Emergent’s Statement Regarding the Passing of a Director of the Board
GAITHERSBURG, Md., August 16, 2023 – Emergent (NYSE: EBS) shares with deep sadness that Dr. Jerome Hauer, long-time member of Emergent’s Board of Directors and public health pioneer, passed away peacefully at his home, on August 11, 2023, after a hard-fought battle with cancer. We express our deepest condolences to Dr. Hauer’s wife, Traci, his extended family, and friends.
Throughout his career, Dr. Hauer held several important positions in government agencies and private organizations, as well as various academic and consulting roles related to emergency preparedness, biosecurity, and public health. Dr. Hauer is best known for his leadership and contributions in preparing for and responding to various emergencies and disasters, including natural disasters, disease outbreaks and acts of terrorism. As New York City's first director of the Office of Emergency Management during the September 11, 2001, attacks on the World Trade Center, his leadership and coordination efforts were applauded for being instrumental in managing the response to the attacks and their aftermath.
In addition to his unmatched work in the field of emergency management, we honor his service to our nation as captain in the United States Army Reserves Medical Services Corps.
Dr. Hauer’s commitment, passion, and dedication to safeguard the public were shared values of Emergent’s mission to protect and enhance life. We will carry Dr. Hauer’s virtues of servant leadership, guardianship of public health and integrity in our work to continue his legacy.
He will forever be in our hearts with great admiration and will be missed dearly.
Media Contact:
Matt Hartwig
Director, Media Relations
240-760-0551
hartwigm@ebsi.com
Investor Contact:
Richard Lindahl
EVP and Chief Financial Officer
240-631-3360
lindahlr@ebsi.com
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