false0001367644 0001367644 2020-06-05
2020-06-05
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):
June 5,
2020
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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(State or other
jurisdiction
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(Commission File
Number)
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(IRS Employer
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of
incorporation)
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Identification
No.)
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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
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, Par Value
$0.001 per share
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EBS
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New York Stock
Exchange
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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 June
5, 2020, Emergent BioSolutions Inc. (the “Company”) issued a press
release related to the decision of the U.S. District Court for the
District of New Jersey in the patent litigation regarding
NARCAN®
(naloxone
HCl) Nasal Spray 4mg/spray product, a copy of which is furnished
hereto as Exhibit 99.
Item
8.01 Other Events.
The
Company, through its Adapt Pharma subsidiaries (collectively,
“Adapt”), filed complaints beginning in 2016 against Teva
Pharmaceuticals Industries Ltd. (“Teva”) for patent infringement,
relating to Teva’s abbreviated new drug applications (“ANDAs”)
seeking to market generic NARCAN® (naloxone hydrochloride) Nasal
Spray 4mg/spray. On June 5, 2020, the U.S. District Court for the
District of New Jersey issued an unfavorable ruling against the
Company in the consolidated case. The Company intends to appeal the
decision to the U.S. Court of Appeals for the Federal
Circuit.
Adapt
also filed a complaint related to Teva’s ANDA seeking to market a
generic version of NARCAN® (naloxone hydrochloride) Nasal Spray
2mg/spray and that matter is still pending.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99
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101
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Emergent BioSolutions Inc.
Current Report on Form 8-K, dated June 5, 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.
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104
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Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit
101).
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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.
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EMERGENT
BIOSOLUTIONS INC.
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Dated: June 8,
2020
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By:
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/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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