| Item 1.01 | Entry into a Material Definitive Agreement. |
The information regarding the Purchase Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K (the “Report”) is incorporated by reference into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 8.01 of this Report on Form 8-K under the heading “Concurrent Private Placement” is hereby incorporated by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On August 16, 2023, Baudax Bio, Inc. (the “Company”) amended the terms of its series A-5 warrants to purchase 3,478,262 shares of the Company’s common stock (the “Series A-5 Warrants”) and series A-6 warrants to purchase 3,478,262 shares of the Company’s common stock (the “Series A-6 Warrants” and together with the Series A-5 Warrants, the “Amended Warrants”). The exercise price of the Series A-5 Warrants were lowered from $1.15 per share of common stock to $0.56 per share of common stock, and the exercise price of the Series A-6 Warrants were lowered from $1.15 per share of common stock to $0.56 per share of common stock. The expiration date of the Series A-5 Warrants was extended to August 21, 2028, and the expiration date of the Series A-6 Warrants was extended to February 21, 2025.
Registered Direct Offering
On August 16, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), 2,006,544 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and 1,395,243 Series E pre-funded warrants (the “Series E Pre-Funded Warrants”) to purchase 1,395,243 shares of Common Stock, at an offering price of $0.56 per Share (and accompanying Series A-7 Warrant (as defined below)) and $0.55 per Series E Pre-Funded Warrant (the “Series A-7 Warrants”)), which is equal to the offering price per share of Common Stock less the $0.01 per share exercise price of each such Series E Pre-Funded Warrant.
Subject to certain ownership limitations described in the Series E Pre-Funded Warrants, the Series E Pre-Funded Warrants are immediately exercisable and may be exercised any time until all of the Series E Pre-Funded Warrants are exercised in full.
Concurrent Private Placement
In a concurrent private placement pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchasers unregistered warrants to purchase up to 3,401,787 shares of Common Stock (the “Series A-7 Warrants”) (the “Concurrent Private Placement”). The Series A-7 Warrants have an initial exercise price of $0.56 per share and are not exercisable until the shareholders of the Company approve the issuance of the underlying shares (the “Approval”). The Series A-7 Warrants are exercisable for a period of five years commencing from the date the Approval is obtained. Additionally, the exercise price of the Series A-7 Warrants will be adjusted upon the Company effecting a reverse stock split, if the post-reverse stock split exercise price of the Series A-7 Warrants is higher than the lowest daily VWAP of the common stock during the five trading days following the reverse stock split (the “Adjustment”). The Adjustment will occur after any normal course adjustments made to the Series A-7 Warrants in the event of a reverse stock split pursuant to the terms of the Series A-7 Warrants. If the Adjustment is applicable, the exercise price of the Series A-7 Warrants will be reduced to the lowest daily VWAP of the common stock during the five trading days following such reverse stock split, and the number of shares issuable upon exercise of the Series A-7 Warrants shall increase such that the aggregate exercise price payable as a result of such Adjustment shall be equal to the aggregate exercise price payable prior to such Adjustment.
