Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously disclosed, during December 2022, Societal CDMO, Inc. (the "Company"): (1) through its wholly owned subsidiary, Societal CDMO Gainesville, LLC ("Societal Gainesville"), sold certain real estate located in Gainesville, Georgia to Tenet Equity Funding SPE Gainesville, LLC, a subsidiary of Tenet Equity L.P., for a purchase price of $39.0 million (the "Sale-Leaseback Transaction"); (2) entered into a Credit Agreement (the "RBC Credit Agreement"), by and among the Company, the Company's subsidiaries named as guarantors therein, Royal Bank of Canada, in its capacity as the administrative agent ("RBC"), and the lenders named therein, which provided the Company with a term loan in the principal amount of $36.9 million; and (3) completed separate, concurrent underwritten public offerings of the Company's securities (the "Equity Financing"), which provided aggregate gross proceeds to the Company of approximately $35.6 million, before underwriting discounts and commissions and estimated offering expenses payable by the Company.

The proceeds of the Sale-Leaseback Transaction, RBC Credit Agreement and Equity Financing were used by the Company to repay in full all outstanding indebtedness under the that certain Credit Agreement, dated as of November 17, 2017, as amended from time to time, by and among the Company, the Company's subsidiaries named as guarantors therein, the lenders party thereto, and Athyrium Opportunities III Acquisition LP (the "Athyrium Debt"), which had previously provided the Company with $100 million in a term loan due on December 31, 2023, at an interest rate equal to the three-month LIBOR rate, with a 1% floor plus 8.25% per annum.

In recognition of the significant efforts of J. David Enloe, Jr., the Company's President and Chief Executive Officer, and Ryan D. Lake, the Company's Chief Financial Officer, in completing the Sale-Leaseback Transaction, the RBC Credit Agreement, the Equity Financing, and the repayment of the Athyrium Debt, on December 28, 2022, the board of directors of the Company approved a one-time cash transaction success bonus in the amount of $400,000 to Mr. Enloe and $225,000 to Mr. Lake.

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