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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): March 10, 2025
 
EMERGENT BIOSOLUTIONS INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3313714-1902018
(State or other jurisdiction(Commission File Number)(IRS Employer
of incorporation)Identification No.)
 300 Professional Drive,
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 oar value per shareEBSNew 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 March 10, 2025, Emergent BioSolutions Inc. (“Emergent”) issued a press release announcing the entry into the Agreement described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing, under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01.    Other Events.
On March 10, 2025, Emergent Manufacturing Operations Baltimore LLC (“EMOB”), a subsidiary of Emergent (together with EMOB, the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with Syngene USA Inc., a subsidiary of Syngene International Limited (NSE: SYNGENE) (together, “Syngene”), under which the Company agreed to sell its Baltimore-Bayview drug substance manufacturing facility to Syngene for approximately $36.5 million.

As part of the agreement, Emergent will retain the rights to secure manufacturing services and capacity at the facility for future growth and pandemic response production. Closing of the transaction is subject to the satisfaction or waiver of customary closing conditions including requiring Seller to maintain customary property insurance and maintain the Property in substantially the condition existing as of signing. Additionally, the transaction is an “as is” sale of the property and the purchase agreement includes a substantial release, assumption of liability, and covenant not to sue from buyer.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: March 10, 2025By:/s/ RICHARD S. LINDAHL
Name: Richard S. Lindahl
Title: Executive Vice President, Chief Financial Officer and Treasurer


Emergent BioSolutions Announces Sale of Baltimore-Bayview Manufacturing Site to Syngene International

GAITHERSBURG, Md., March 10, 2025 (BUSINESS GLOBE NEWSWIRE) – Emergent BioSolutions Inc. (NYSE:EBS) today announced that it has entered into an agreement to sell its Baltimore-Bayview drug substance manufacturing facility to Syngene International, a leading global contract research, development, and manufacturing organization for a total value of $36.5 million. The Bayview site includes manufacturing, laboratory, warehousing and office space, and is fitted with multiple monoclonal antibody (mAbs) manufacturing lines.

As part of the agreement, Emergent will retain the rights to secure manufacturing services and capacity at the facility for future growth and pandemic response production in collaboration with Syngene. Emergent continues to operate a streamlined manufacturing network, including facilities in Lansing, Michigan, and Winnipeg, Manitoba, Canada capable of serving strategic partners and supporting large-scale projects.

“The sale of Bayview represents a continuation of our efforts to deliver on our multi-year transformation plan and creates a streamlined, customer-focused, leaner, more flexible organization that provides the capabilities to deliver our product demand today and into the future,” said Joe Papa, president and CEO of Emergent. “Now in our turnaround phase, we see significant opportunities for Emergent’s core products and future growth drivers that have the potential to protect and save countless lives.”

In March 2024, Emergent received a favorable inspection outcome, “No Action Indicated” or NAI status classification from the U.S. Food and Drug Administration (FDA) for the Bayview site. Emergent remains committed to ensuring continued compliance with Current Good Manufacturing Practices (CGMP) requirements and delivering high-quality products for communities around the world.

Papa added, “Thanks to the hard work and dedication of colleagues across Emergent, we have strengthened operational quality and compliance systems across our network to continue to uphold the highest standards of patient safety, quality, and compliance in our work every day.”

The agreement with Syngene International includes a transfer of assets and equipment associated with the Baltimore-Bayview facility. The sale is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions.

For Emergent, Truist served as financial advisor, and Covington & Burling LLP served as legal counsel in connection with this transaction.

About Emergent BioSolutions

At Emergent, our mission is to protect and save lives. For over 25 years, we’ve been at work preparing those entrusted with protecting public health. We deliver protective and life-saving solutions for health threats like smallpox, mpox, botulism, Ebola, anthrax and opioid overdose emergencies. To learn more about how we help prepare communities around the world for today’s health challenges and tomorrow’s threats, visit our website and follow us on LinkedIn, X, Instagram, Apple Podcasts and Spotify.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding the expected timing for completion of the disposition of Emergent’s Baltimore-Bayview facility, Emergent’s ability to achieve the objectives of the disposition, including achieving improvement in cost structure and performance, and Emergent’s future results, are forward-looking statements. We generally identify forward-looking statements by using words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “improve,” “intend,” “may,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such


statements. Forward-looking statements are based on our current intentions, beliefs and expectations regarding future events based on information that is currently available. We cannot guarantee that any forward-looking statements will be accurate. Readers should realize that if underlying assumptions prove inaccurate or if known or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Readers are, therefore, cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update any forward-looking statement to reflect new information, events or circumstances.

There are a number of important factors that could cause Emergent’s actual results to differ materially from those indicated by any forward-looking statements. Readers should consider this cautionary statement, as well as the risk factors and other disclosures included in our periodic reports filed with the U.S. Securities and Exchange Commission, when evaluating our forward-looking statements.

Investor Contact:
Richard S. Lindahl
Executive Vice President, CFO
lindahlr@ebsi.com

Media Contact:
Assal Hellmer
Vice President, Communications
mediarelations@ebsi.com

v3.25.0.1
Cover Page Cover Page
Mar. 10, 2025
Entity Addresses [Line Items]  
Document Type 8-K
Document Period End Date Mar. 10, 2025
Entity Registrant Name EMERGENT BIOSOLUTIONS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33137
Entity Tax Identification Number 14-1902018
Entity Address, Address Line One 300 Professional Drive
Entity Address, City or Town Gaithersburg
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20879
City Area Code 240
Local Phone Number 631-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.001 oar value per share
Trading Symbol EBS
Security Exchange Name NYSE
Entity Central Index Key 0001367644
Amendment Flag false
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