EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Emergent BioSolutions Inc. (the “Company”) for the purpose of registering additional shares of its common stock, par value $0.001 per share (the “Common Stock”), under the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan (the “Incentive Plan”) and the Emergent BioSolutions Inc. Amended Employee Stock Purchase Plan (the “ESPP”).
This Registration Statement registers the offer and sale of (a) 3,675,000 additional shares of Common Stock that are available for issuance under the Incentive Plan, as approved by the board of directors of the Company (the “Board”) and the Company’s stockholders, and (b) 2,000,000 additional shares of Common Stock that are available for issuance under the ESPP as a result of an amendment thereto, which was adopted by the Board and approved by the Company’s stockholders.
Of the 29,108,561 shares of Common Stock currently authorized by the Incentive Plan, in addition to the shares, the offer and sale of which is being registered hereby, the Company has previously registered the offer and sale of: (a) 4,783,561 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on December 8, 2006 (Commission File No. 333-139190), (b) 3,900,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on August 7, 2009 (Commission File No. 333-161154), (c) 2,500,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on November 1, 2012 (Commission File No. 333-184699), (d) 4,000,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on May 23, 2014 (Commission File No. 333-196232), (e) 3,750,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on February 27, 2017 (Commission File No. 333-216294), (f) 3,000,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on May 30, 2018 (Commission File No. 333-225283), and (g) 3,500,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on June 4, 2021 (Commission File No. 333-256798) (collectively, the “Original Incentive Plan Registration Statements”).
Of the 3,000,000 shares of Common Stock currently authorized by the ESPP, in addition to the shares, the offer and sale of which is being registered hereby, 1,000,000 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on November 1, 2012 (Commission File No. 333-184699) (the “Original ESPP Registration Statement” and, together with the Original Incentive Plan Registration Statements, the “Original Registration Statements”).
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein by reference, are incorporated herein by reference and made part of this Registration Statement. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.
