Item 1.01 Entry into a Material Definitive Agreement.
On August 17, 2020, Baudax Bio, Inc. (the "Company") entered into a Third
Amendment to the Purchase and Sale Agreement dated March 7, 2015, among Alkermes
Pharma Ireland Limited ("APIL"), Daravita Limited ("Daravita"), Alkermes US
Holdings, Inc. (as successor in interest to Eagle Holdings USA, Inc.), and the
Company (as successor in interest to Recro Pharma, Inc. ("Recro Pharma") and
Recro Gainesville LLC ("Recro Gainesville") (successor to Recro Pharma LLC)), as
amended (the "Purchase and Sale Agreement Amendment") and a Third Amendment to
the Asset Transfer and License Agreement dated April 10, 2015, among APIL, Recro
Gainesville (as successor to Recro Technology LLC f/k/a DV Technology LLC) and
the Company, as amended (the "License Agreement Amendment"). The Purchase and
Sale Agreement Amendment and the License Agreement Amendment are referred to
herein as the "Amendments".
Under the terms of the Amendments, the timing of payment of the $5 million
development milestone earn-out consideration due to APIL as a result of
achievement of approval of the New Drug Application for injectable meloxicam was
amended such that it is to be paid in three installments of (i) $2.5 million on
or prior to August 18, 2020; (ii) $1.06 million on or prior to December 20,
2020; and (iii) $1.44 million on or prior to June 20, 2021. In consideration of
amending the timing of this development milestone earn-out payment, the Company
paid APIL a one-time, non-refundable and non-creditable fee of $285,000 at the
time of entering into the Purchase and Sale Agreement.
The foregoing descriptions of the Purchase and Sale Agreement Amendment and the
License Agreement Amendment do not purport to be complete and are qualified in
their entirety by the terms and conditions of the Purchase and Sale Agreement
Amendment and the License Agreement Amendment, which are attached hereto as
Exhibits 10.1 and 10.2 respectively, and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2020, the Company's board of directors (the "Board") appointed
Arnold Baskies and Andrew Drechsler to serve as members of the Company's Board.
Dr. Baskies was appointed as a Class III director and will stand for re-election
at the Company's 2022 annual meeting of shareholders. Mr. Drechsler was
appointed as a Class II director and will stand for re-election at the Company's
2021 annual meeting of shareholders. Dr. Baskies will serve on the Company's
Nominating and Corporate Governance and Compensation Committees and
Mr. Drechsler will serve on the Company's Audit Committee.
The Board has determined that Dr. Baskies and Mr. Drechsler are independent
directors under the applicable Nasdaq listing rules. There are no arrangements
or understandings between either Dr. Baskies and Mr. Drechsler and any other
person pursuant to which they were selected as directors. There are no related
party transactions between the Company and Dr. Baskies and Mr. Drechsler (or any
of their immediate family members) requiring disclosure under Item 404(a) of
Regulation S-K. Neither of Dr. Baskies and Mr. Drechsler have any family
relationships with any of the Company's directors or executive officers.
On August 20, 2020, the Board granted each of Dr. Baskies and Mr. Drechsler
20,000 restricted stock units ("RSUs"), pursuant to the Company's non-employee
director compensation program. The RSUs will vest 50% on the first anniversary
of the date of grant and 50% on the second anniversary of the date of grant,
subject to their continued service with the Company.
In accordance with the Company's non-employee director compensation program,
Dr. Baskies and Mr. Drechsler will also receive an annual base retainer of
$40,000 for their service on the Board. Dr. Baskies will receive an additional
annual base retainer of $5,000 for his service on the Company's Nominating and
Corporate Governance Committee and $7,500 for his service on the Company's
Compensation Committee. Mr. Drechsler will receive an additional annual base
retainer of $10,000 for his service on the Company's Audit Committee.
Beginning at the Company's 2021 annual meeting of shareholders, Dr. Baskies and
Mr. Drechsler will also receive an annual award of (i) an option to purchase
shares of common stock of the Company, par value $0.01 per share ("Common
Stock") having an aggregate fair value of $65,000 and (ii) RSUs having an
aggregate fair value of $70,000 which will vest and become exercisable on the
date of the Company's subsequent annual meeting of shareholders following the
date of grant, subject continued service with the Company.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Document
10.1 Third Amendment to the Purchase and Sale Agreement, dated August 17,
2020 by and among Alkermes Pharma Ireland Limited, Daravita Limited,
Alkermes US Holdings, Inc. and Baudax Bio, Inc.
10.2 Third Amendment to License Agreement, dated August 17, 2020, by and
among Alkermes Pharma Ireland Limited, Recro Gainesville LLC and
Baudax Bio, Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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