Item 1.01 Entry Into Material Definitive Agreement.

On October 19, 2020, Baudax Bio, Inc. (the "Company") entered into Warrant Exchange Agreements (each, an "Exchange Agreement") with certain holders (each, a "Holder") of the Company's outstanding Series A Warrants (the "Series A Warrants") to purchase common stock of the Company, par value $0.01 per share ("Common Stock") and Series B Warrants to purchase Common Stock (the "Series B Warrants," and together with the Series A Warrants, the "Warrants"). Pursuant to the Exchange Agreements, the Holders, at their election, agreed to a cashless exchange of either all of their Series A Warrants or Series B Warrants, in each case for 0.2 shares of Common Stock per Warrant (rounded up to the nearest whole share) (the "Exchange"). No Holder will exchange both series of Warrants in the Exchange. The closings of the exchanges contemplated by the Exchange Agreements are expected to occur on October 21, 2020.

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 $0.01, for each share of Common Stock underlying such Warrant. Pursuant to the Exchange Agreements, any outstanding Warrant held by a Holder participating in the Exchange (i) shall be amended to remove certain anti-dilution and variable pricing protections and (ii) in the case of Series A Warrants not exchanged by a participating Holder, shall be amended to adjust the expiration date of such Series A Warrants to April 26, 2021 (which is the expiration date of the Series B Warrants).

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 Equity Securities.

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 October 20, 2020, the Company issued a press release regarding the Exchange, as well as certain commercial updates. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 of Baudax Bio, Inc.

  104        Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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