BAUDAX BIO, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Offering and in accordance with the Purchase Agreement, the Company plans to call a special meeting of shareholders to consider 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, the implementation and timing of which shall be subject to the discretion of the Company's Board of Directors (the "Reverse Split Proposal").
Pursuant to the Purchase Agreement, the Company will file a certificate of
designation (the "Certificate of Designation") with the Secretary of State of
the
The holders of Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The conversion price can be adjusted pursuant to the Certificate of Designation for stock dividends and stock splits, subsequent rights offerings, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the Certificate of Designation). The Preferred Stock can be converted at the option of the holder at any time after the date of issuance thereof, provided, that shares of Preferred Stock cannot be converted to Common Stock if the holder would beneficially own in excess of 4.99% (or 9.99% upon the election of the holder thereof) of the Company's outstanding Common Stock.
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
As compensation to
The foregoing summaries of the Purchase Agreement, the Warrants, the Placement Agent Warrants and the Certificate of Designation 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, 4.2 and 3.1, respectively, to this Current Report on Form 8-K (the "Report"), which are incorporated herein by reference.
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The Securities in the Offering and the Placement Agent Warrants were offered by
the Company pursuant to a registration statement on Form S-3 (File
No. 333-253117), which was filed with the
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Document
3.1 Certificate of Designation of Preferences, Rights and Limitations of
Series A Convertible Preferred Stock
4.1 Form of Warrant.
4.2 Form of Placement Agent Warrant.
5.1 Opinion of Troutman Pepper Hamilton Sanders LLP .
10.1 Form of Securities Purchase Agreement.
23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit
5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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