Item 1.01 Entry Into Material Definitive Agreement.
On
As a result of the Exchange, pursuant to certain price adjustment provisions in
the Warrants, the exercise price of each of the Series A Warrants or Series B
Warrants (including Warrants held by Holders not participating in the Exchange)
that were not exchanged shall be adjusted to par value, or
The Company expects to issue 1,186,774 shares of Common Stock to the participating Holders as a result of the Exchange. Series A Warrants and Series B Warrants to purchase 8,646,154 shares of Common Stock will be outstanding immediately after the Exchange.
A form of Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document.
Item 3.02 Unregistered Sales of
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company offered the Common Stock in exchange for such Series A Warrants and Series B Warrants in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Document 10.1 Form of Warrant Exchange Agreement 99.1 Press Release ofBaudax Bio, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source