Entry into a Material Definitive Agreement.
On May 17, 2022, Baudax Bio, Inc., (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”), 1,646,091 shares
(the “Shares”) of
the Company’s common stock, par value $0.01 per share (the
and, in a concurrent private placement, warrants exercisable for up
to an aggregate of 1,646,091 shares of Common Stock (the
together with the Shares and the shares of Common Stock underlying
the Warrants, the “Securities”) at a combined offering price of
$1.215 per share and associated warrant. The Warrants have an
exercise price of $1.09 per share. Each Warrant is exercisable for
one share of Common Stock and will be exercisable immediately upon
issuance. The Warrants will have a term of five years from the
The Purchase Agreement contains customary representations and
warranties and agreements of the Company and the Purchasers and
customary indemnification rights and obligations of the parties.
The closing of the Offering is expected to occur on or about
May 19, 2022, subject to satisfaction of customary closing
conditions. The Company is expected to receive gross proceeds of
approximately $2.0 million in connection with the Offering,
before deducting placement agent fees and related offering
As compensation to H.C. Wainwright & Co., LLC (the
as placement agent in connection with the Offering, the Company
agreed to pay to the Placement Agent a cash fee of 7.0% of the
aggregate gross proceeds raised in the Offering, plus a management
fee equal to 1.0% of the gross proceeds raised in the Offering and
certain expenses. The Company will also issue to designees of the
Placement Agent warrants to purchase up to 6.0% of the aggregate
number of shares of Common Stock sold in the transactions, or
warrants to purchase up to 98,765 shares of Common Stock (the
Warrants”). The Placement Agent Warrants have substantially
the same terms as the Warrants, except that the Placement Agent
Warrants have an exercise price equal to 125% of the offering price
per share (or $1.5188 per share). The Placement Agent Warrants will
expire on May 17, 2027.
The foregoing summaries of the Purchase Agreement, the Warrants and
the Placement Agent Warrants do not purport to be complete and are
subject to, and qualified in their entirety by, the forms of such
documents attached as Exhibits 10.1, 4.1 and 4.2, respectively, to
this Current Report on Form 8-K (the “Report”), which are incorporated
herein by reference.
The Shares in the Offering were offered by the Company pursuant to
a registration statement on Form S-3 (File No. 333-253117), which was filed
with the Securities and Exchange Commission on February 16,
2021 and was declared effective by the Commission on
September 2, 2021 (the “Registration Statement”). A copy
of the opinion of Troutman Pepper Hamilton Sanders LLP relating to
the legality of the issuance and sale of the Shares in the Offering
is attached as Exhibit 5.1 hereto.
Neither the issuance of the Warrants, the Placement Agent Warrants
nor the shares of Common Stock issuable upon the exercise of the
Warrants or the Placement Agent Warrants are registered under the
Securities Act of 1933, as amended (the “Securities Act”) or any state
securities laws. The Warrants, the Placement Agent Warrant and the
shares of Common Stock issuable upon the exercise of the Warrants
and the Placement Agent Warrants will be issued in reliance on the
exemptions from registration provided by Section 4(a)(2) under
the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy securities, nor shall
there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Report on Form
8-K in relation to the
Warrants, the Placement Agent Warrant and the shares of Common
Stock issuable upon the exercise of the Warrants and the Placement
Agent Warrants is incorporated herein by reference.