Baudax Bio Announces 1-for-40 Reverse Stock Split

Rhea-AI Summary

Baudax Bio (NASDAQ:BXRX) announced a 1-for-40 reverse stock split effective December 1, 2022, to meet Nasdaq's $1.00 minimum bid price requirement. This decision, approved by shareholders on November 3, 2022, will reduce the number of outstanding shares from approximately 20 million to 0.5 million. The reverse split is expected to increase the stock price and maintain compliance with listing requirements. No fractional shares will be issued; instead, shareholders will receive cash for any fractional shares. The company continues to develop innovative pharmaceutical products, including novel neuromuscular blocking agents.

Positive

• Reverse stock split aims to increase stock price, enhancing compliance with Nasdaq listing requirements.
• Reduction of outstanding shares from approximately 20 million to 0.5 million may improve per-share metrics.

Negative

• None.

MALVERN, Pa., Nov. 30, 2022 (GLOBE NEWSWIRE) -- Baudax Bio, Inc. (NASDAQ:BXRX) a pharmaceutical company focused on innovative products for hospital and related settings, today announced that the Company’s Board of Directors has approved a 1-for-40 reverse stock split of its common shares (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on December 1, 2022 and the Company’s common stock will open for trading on The Nasdaq Capital Market on a post-split basis under the Company’s existing trading symbol “BXRX”. At such time, the Company’s common stock will also commence trading under a new CUSIP number, 07160F404.

Baudax Bio expects that the Reverse Stock Split, which was approved by shareholders at a special shareholder meeting on November 3, 2022, will increase the market price per share of the Company’s common stock, bringing the Company into compliance with listing requirements of the $1.00 minimum bid price requirement by The Nasdaq Capital Market.

At the effective time of the Reverse Stock Split, every forty (40) shares of Baudax Bio’s issued and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.01 per share. This will reduce the Company’s number of shares of outstanding common stock from approximately 20.0 million shares to approximately 0.5 million shares. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of Baudax Bio’s outstanding stock options, restricted stock units, and warrants, as well as the applicable exercise price.

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Shareholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split impacts all holders of Baudax Bio’s common stock proportionally and will not impact any shareholders’ percentage ownership of common stock (except to the extent the reverse stock split results in any shareholder owning only a fractional share).

Broadridge Corporate Issuer Solutions, Inc. is acting as exchange agent for the Reverse Stock Split. Registered shareholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information regarding the Reverse Stock Split is available on the Form 8-K filed today, as well as in the Company's definitive proxy statement (Form DEF 14A) filed with the United States Securities and Exchange Commission on October 13, 2022.

About Baudax Bio

Baudax Bio is a pharmaceutical company focused on innovative products for hospital and related settings. The Company has a pipeline of innovative pharmaceutical assets including two clinical-stage, novel neuromuscular blocking (NMBs) agents, one in a Phase II study and an additional unique NMB in a dose escalation Phase I study, as well as a proprietary chemical reversal agent specific to these NMBs. Baudax Bio has received approval for and marketed ANJESO^®, the first and only 24-hour, intravenous (IV) COX-2 preferential non-opioid, non-steroidal anti-inflammatory (NSAID) for the management of moderate to severe pain. For more information, please visit www.baudaxbio.com.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements reflect Baudax Bio’s expectations about its future performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “may,” “upcoming,” “plan,” “target,” “goal,” “intend” and “expect” and similar expressions, as they relate to Baudax Bio or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information available to Baudax Bio as of the date of publication on this internet site, including Baudax Bio’s ability to realize any anticipated benefits from the reverse stock split, including maintaining its listing on the Nasdaq Capital Market and attracting new investors. These risks and uncertainties include, among other things, risks related to market, economic and other conditions, the ongoing economic and social consequences of the COVID-19 pandemic, Baudax Bio’s ability to advance its current product candidate pipeline through pre-clinical studies and clinical trials, Baudax Bio’s ability to raise future financing for continued development of its product candidates such as BX1000, BX2000 and BX3000, Baudax Bio’s ability to pay its debt and satisfy conditions necessary to access future tranches of debt, Baudax Bio’s ability to comply with the financial and other covenants under its credit facility, Baudax Bio’s ability to manage costs and execute on its operational and budget plans, Baudax Bio’s ability to achieve its financial goals; Baudax Bio’s ability to comply with all listing requirements of the Nasdaq Capital Market; and Baudax Bio’s ability to obtain, maintain and successfully enforce adequate patent and other intellectual property protection. These forward-looking statements should be considered together with the risks and uncertainties that may affect Baudax Bio’s business and future results included in Baudax Bio’s filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to Baudax Bio, and Baudax Bio assumes no obligation to update any forward-looking statements except as required by applicable law.

CONTACTS:

Investor Relations Contact:

Argot Partners
Sam Martin / Kaela Ilami
(212) 600-1902
baudaxbio@argotpartners.com 

Media Contact:

Argot Partners
David Rosen
(212) 600-1902
david.rosen@argotpartners.com 

FAQ

What is the reverse stock split for Baudax Bio (BXRX)?

Baudax Bio is executing a 1-for-40 reverse stock split effective December 1, 2022, to comply with Nasdaq's minimum bid price requirement.

When does the reverse stock split for BXRX take effect?

The reverse stock split for Baudax Bio will take effect at 12:01 a.m. Eastern Time on December 1, 2022.

How will the reverse stock split affect my shares of BXRX?

Shareholders will see their shares reduced from 40 to 1, but their percentage ownership remains unchanged, aside from fractional shares which will be compensated in cash.

Why is Baudax Bio implementing a reverse stock split?

The reverse stock split is intended to increase the market price of BXRX shares to comply with Nasdaq's $1.00 minimum bid price requirement.

What will happen to fractional shares after the reverse stock split of BXRX?

Shareholders entitled to fractional shares will receive a cash payment in lieu of those shares after the reverse stock split.