Capital Structure | (13) Capital Structure (a) Common Stock On November 21, 2019, the Company separated from Recro as a result of a special dividend distribution of all the outstanding shares of its common stock to Recro shareholders. On the distribution date, each Recro shareholder received one share of Baudax Bio’s common stock for every two and one-half shares of Recro common stock held of record at the close of business on November 15, 2019. Upon the Distribution, 268,473 shares of common stock were issued, of which 1,311 were distributed after December 31, 2019. The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $ 0.01 per share. On February 13, 2020, the Company entered into a Sales Agreement (the “ATM Facility”) with JMP Securities LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares of its common stock, par value $ 0.01 per share, in an aggregate offering price of up to $ 25,000 through the Agent. On May 27, 2021, the Company voluntarily terminated the ATM Facility with the Agent. During the term of the ATM Facility, the Company sold an aggregate of 12,628 shares of common stock under the ATM Facility for net proceeds of $ 3,612 . The Agent was paid a sales commission of 3 % for such sales under the ATM Facility. The ATM Facility was terminable at will by the Company with no penalty. On March 26, 2020, the Company closed an underwritten public offering of 219,780 shares of its common stock, Series A Warrants to purchase 219,780 shares of common stock (the “March Series A Warrants”) and Series B Warrants to purchase 219,780 shares of common stock (the “March Series B Warrants”), at an exercise price of $ 160.65 per share for the March Series A Warrants and at an exercise price of $ 113.75 per share for the March Series B Warrants, for net proceeds to the Company of $ 23,085 , after deducting underwriting discounts and commissions and offering expenses. On November 24, 2020, the Company closed a registered direct offering of 81,429 shares of its common stock, warrants to purchase 289,330 shares of common stock (the “November Series A Warrants”) at an exercise price of $ 42.00 per share, pre-funded warrants to purchase 207,902 shares of common stock (the “November Series B Warrants”) at an exercise price of $ 0.35 per share, for net proceeds to the Company of $ 10,763 . As compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”) as placement agent, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds, plus a management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued warrants to purchase 17,357 shares of common stock (the “November Placement Agent Warrants”) at an exercise price of $ 51.84375 per share. On December 18, 2020, the Company closed a registered direct offering of 121,428 shares of its common stock, warrants to purchase 294,298 shares of common stock (the “December Series A Warrants”) at an exercise price of $ 41.30 per share, pre-funded warrants to purchase 172,869 shares of common stock (the “December Series B Warrants”) at an exercise price of $ 0.35 per share, for net proceeds to the Company of $ 10,933 . As compensation to the Placement Agent, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds, plus a management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued warrants to purchase 17,654 shares of common stock (the “December Placement Agent Warrants”) at an exercise price of $ 50.96875 per share. On February 8, 2021, the Company closed a registered direct offering of 314,286 shares of common stock (the “February Offering”) at an offering price of $ 56.00 per share for net proceeds to the Company of $ 16,187 . As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 6.0 % of the gross proceeds raised in the February Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the February Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 18,854 shares of common stock (the “February Placement Agent Warrants”) at an exercise price of $ 70.00 per share. On May 31, 2021, the Company closed a registered direct offering of 400,815 shares of common stock (the “May Offering”) at an offering price of $ 29.75 per share and warrants to purchase 400,812 shares of common stock (the “May Warrants”) at an exercise price of $ 31.50 per share, for net proceeds to the Company of $ 10,861 . As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 6.0 % of the gross proceeds raised in the May Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the May Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 24,046 shares of common stock (the “May Placement Agent Warrants”) at an exercise price of $ 37.1875 per share. The May Warrants and May Placement Agent Warrants were exercisable on the six-month anniversary of the closing date of the May Offering. On December 28, 2021, the Company closed a registered direct offering (the “December 2021 Offering”) of 42,289.3 shares of the Company’s Series A Preferred Stock, par value $ 0.01 per share (the “Preferred Stock”), at a stated value of $ 100.00 per share and warrants to purchase 362,479 shares of common stock of the Company (the “December 2021 Warrants”) for net proceeds of $ 3,658 . The shares of Preferred Stock are convertible, on the date after the issuance thereof, into an aggregate of 483,306 shares of common stock at a conversion price of $ 8.75 per share, of which 34,000 shares of Preferred Stock were converted to common stock on December 29, 2021. The Preferred Stock have no voting rights, other than the right to vote as a class on certain matters, and each share of Preferred Stock will have the right to cast 3,571 votes per share of Preferred Stock on an amendment to the Company’s Amended and Restated Articles of Incorporation , as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio to be determined by the Board of Directors of the Company, voting together with the common stock as a single class; and in accordance with Nasdaq Stock Market LLC Listing Rules, the votes cast by holders of the Preferred Stock must be counted by the Company in the same proportion as the aggregate shares of Common Stock voted on the proposal. The holders of Preferred Stock are entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of common stock. The Company recognized a beneficial conversion charge of $ 2,422 during the year ended December 31, 2021, which represents the in-the-money value of the conversion rate as of the date of issuance. As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 7.0 % of the gross proceeds raised in the December 2021 Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the December 2021 Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 28,996 shares of common stock (the “December 2021 Placement Agent Warrants”). The December 2021 Warrants and the December 2021 Placement Agent Warrants have an exercise price of $ 11.20 per share and were exercisable upon the six-month anniversary of their issuance. (b) Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $ 0.01 per share. See Note 13(a) for additional information regarding the December 2021 Offering. As of December 31, 2021 , 8,289.3 shares of Preferred Stock were issued and outstanding. (c) Warrants On May 29, 2020, in connection with the Credit Agreement, the Company issued a warrant to MAM Eagle Lender, LLC to purchase 15,060 shares of common stock, at an exercise price equal to $ 160.65 per share (see Note 11(b)). On October 19, 2020, the Company entered into Warrant Exchange Agreements (each, an “Exchange Agreement”) with certain holders (each, a “Holder”) of the Company’s outstanding March Series A Warrants and March Series B Warrants. Pursuant to the Exchange Agreements, the Holders, at their election, agreed to a cashless exchange of either all of their March Series A Warrants or March Series B Warrants, in each case for 0.0057 shares of the Company’s common stock per warrant (rounded up to the nearest whole share) (the “Exchange”). The Company issued 33,908 shares of its common stock to the participating Holders as a result of the Exchange. As a result of the Exchange, pursuant to certain price adjustment provisions in the warrants, the exercise price of each of the March Series A Warrants or March Series B Warrants (including warrants held by holders not participating in the Exchange) that were not exchanged were adjusted to par value, or $ 0.35 , for each share of common stock underlying such warrant. Pursuant to the Exchange Agreements, any outstanding warrant held by a Holder participating in the Exchange (i) was amended to remove certain anti-dilution and variable pricing protections and (ii) in the case of March Series A Warrants not exchanged by a participating Holder, was amended to adjust the expiration date of such March Series A Warrants to April 26, 2021 (which is the expiration date of the March Series B Warrants). The March Series A and Series B warrants were liability classified prior to the Exchange because they contained anti-dilution provisions that did not meet the standard definition of anti-dilution provisions. The Company recorded a mark-to-market adjustment to record the March Series A and Series B warrant at their fair values immediately prior to the Exchange and then reclassified the remaining balance of $ 21,858 to equity as a result of the issuance of shares and the removal of the anti-dilution and variable pricing protections in the Exchange. On January 21, 2021, the Company entered into an agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in an offering (the “January Offering”), warrants exercisable for an aggregate of 294,298 shares of common stock of the Company (the “January Warrants”) at an offering price of $ 4.375 per warrant in exchange for the exercise of the institutional investor’s existing December Series A warrants that were issued to them on December 21, 2020, at an exercise price of $ 41.30 per warrant. The January Warrants have an exercise price of $ 56.00 per share. As compensation to the Placement Agent, in connection with the January Offering, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds raised in the January Offering (including the proceeds relating to the exercise of the December Series A Warrants), plus a management fee equal to 1.0 % of the gross proceeds raised in the January Offering (including the proceeds relating to the exercise of the December Series A Warrants) and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 17,654 shares of common stock (the “January Placement Agent Warrants”) at an exercise price of $ 70.00 per share. During the year ended December 31, 2020 , the Company issued 252,476 shares of common stock upon exercise of the March Series A and Series B Warrants for net proceeds of $ 2,538 . During the year ended December 31, 2020 , the Company issued 207,902 shares of common stock upon exercise of the November Series B Warrants for proceeds of $ 73 and 172,869 shares of common stock upon exercise of the December Series B Warrants for proceeds of $ 60 . During the year ended December 31, 2021 , the Company issued 3,189 shares of common stock upon exercise of the March Series B Warrants for net proceeds of $ 1 and 294,298 shares of common stock upon exercise of the December Series A Warrants for proceeds of $ 12,155 . As of December 31, 2021, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price Expiration Date March Series A Warrants, 919 $ 0.35 March 26, 2025 MAM Eagle Lender Warrant 15,060 $ 160.65 May 29, 2027 November Series A Warrants 289,330 $ 42.00 November 24, 2025 November Placement Agent Warrants 17,357 $ 51.84375 November 24, 2025 December Placement Agent Warrants 17,654 $ 50.96875 December 18, 2025 January Warrants 294,298 $ 56.00 January 21, 2026 January Placement Agent Warrants 17,654 $ 70.00 January 21, 2026 February Placement Agent Warrants 18,854 $ 70.00 February 8, 2026 May Warrants 400,812 $ 31.50 June 1, 2027 May Placement Agent Warrants 24,046 $ 37.1875 May 31, 2026 December 2021 Warrants 362,479 $ 11.20 June 27, 2027 December 2021 Placement Agent Warrants 28,996 $ 11.20 December 27, 2026 With the exception of the March Series A Warrants to purchase 919 shares of common stock related to the public offering and held by non-participating investors in the Exchange that are liability classified as they contain antidilution provisions that do not meet the standard definition of antidilution provisions, the remaining warrants outstanding are equity classified. There were 13,432 warrants to purchase shares of common stock that were unexercised at the expiration date and as a result cancelled as of April 26, 2021. The following table summarizes the fair value and the assumptions used for the Black-Scholes option-pricing model for the liability classified warrants. December 31, 2021 Series A Fair value $ 7 Expected dividend yield — % Expected volatility 79.31 % Risk-free interest rates 0.97 % Remaining contractual term 3.24 years On March 1, 2022, the Company closed an underwritten public offering of 1,831,631 shares of its common stock, pre-funded warrants to purchase 1,677,141 shares of common stock at an exercise price of $ 0.01 per share and warrants to purchase 3,508,772 shares of common stock at an exercise price of $ 3.25 per share, as well as up to 526,315 additional shares of common stock and/or additional warrants to purchase up to 526,315 shares of common stock which may be purchased pursuant to a 30-day option to purchase additional securities granted to H.C. Wainwright & Co., LLC (the “Underwriter”) by the Company. The public offering price for each share of common stock and accompanying warrant to purchase one share of common stock was $ 2.85 , and the public offering price for each pre-funded warrant and accompanying warrant was $ 2.84 . As compensation to the Underwriter, the Company agreed to pay to the Underwriter a cash fee of 7.0 % of the gross proceeds, plus a cash management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Underwriter warrants to purchase 210,526 shares of common stock at an exercise price of $ 3.5625 per share. On February 28, 2022, the Underwriter partially exercised its option to purchase an additional 113,896 warrants. Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 8,842 . |