Baudax Bio Announces $4.2 Million Registered Direct Offering

Rhea-AI Summary

Baudax Bio (NASDAQ:BXRX) has announced a definitive agreement to sell 42,289.3 shares of convertible preferred stock and warrants for gross proceeds of $4.2 million. The preferred stock, convertible into 16,915,720 shares of common stock at $0.25 each, and warrants at $0.32, aim to support the commercialization of ANJESO and other pipeline activities. The transaction, expected to close on December 28, 2021, involves the establishment of voting rights, enabling preferred stockholders to influence decisions on a proposed reverse stock split.

Positive

• Intended use of proceeds includes commercialization of ANJESO and pipeline development.
• Funding supports future growth potential through product innovations.

Negative

• Issuance of convertible preferred stock may dilute existing shareholders' equity.
• Proposal for a reverse stock split could negatively impact stock price perception.

MALVERN, Pa., Dec. 28, 2021 (GLOBE NEWSWIRE) -- Baudax Bio, Inc. (NASDAQ:BXRX) (the “Company”), a pharmaceutical company focused on commercializing and developing innovative products for acute care settings, today announced that it has entered into a definitive agreement with certain institutional investors for the issuance and sale of 42,289.3 shares of convertible preferred stock and warrants to purchase up to an aggregate of 12,686,790 shares of common stock for gross proceeds of $4.2 million in a registered direct offering. The shares of preferred stock will have a stated value of $100 per share and are convertible after the closing date into an aggregate of 16,915,720 shares of common stock at a conversion price of $0.25 per share. The warrants have an exercise price of $0.32 per share, will become exercisable six months following the date of issuance, and will expire 5 years following the initial exercise date. The closing of the offering is expected to occur on or about December 28, 2021, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $4.2 million before deducting placement agent fees and other offering expenses. The Company currently intends to use the net proceeds from the offering for the commercialization of ANJESO®, pipeline development activities and general corporate purposes.

The Company expects to call a special meeting of stockholders for the approval of a proposal to effect a reverse split of the common stock. The preferred stock has voting rights, with the common stock as a single class, equal to 125,000 votes per share of preferred stock on the proposal, that, in accordance with Nasdaq listing rules, any votes cast by the preferred stock with respect to the proposal to effect a reverse split of the common stock must be counted by the Company in the same proportion as the aggregate shares of common stock voted on such proposal.

The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-253117), including a base prospectus previously filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2021 and became effective on September 2, 2021. The offering of such securities is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Baudax Bio

Baudax Bio is a pharmaceutical company focused on commercializing and developing innovative products for acute care settings. ANJESO is the first and only 24-hour, intravenous (IV) COX-2 preferential non-steroidal anti-inflammatory (NSAID) for the management of moderate to severe pain. In addition to ANJESO, as described in this release, Baudax Bio has a pipeline of other innovative pharmaceutical assets including two novel neuromuscular blocking agents (NMBAs) and a proprietary chemical reversal agent specific to these NMBAs.

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. Forward-looking statements may include, without limitation, statements regarding the expected completion and use of proceeds of the registered direct offering. These forward-looking statements are based on information available to Baudax Bio as of the date of publication on this internet site and are subject to a number of risks, uncertainties, and other factors that could cause Baudax Bio’s performance to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited risks associated with market and other conditions. Baudax Bio assumes no obligation to update any such forward-looking statements. These forward-looking statements should be considered together with the risks and uncertainties that may affect our business and future results included in our filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to us, and we assume no obligation to update any forward-looking statements except as required by applicable law. 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.

CONTACT:

Investor Relations Contact:

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

Media Contact:

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

FAQ

What is Baudax Bio's recent stock offering amount?

Baudax Bio recently announced a stock offering for gross proceeds of $4.2 million.

What is the conversion price for the preferred stock issued by BXRX?

The preferred stock can be converted to common shares at a price of $0.25 each.

What will the proceeds from the offering be used for?

The proceeds are intended for the commercialization of ANJESO and pipeline development activities.

When is the expected closing date for the BXRX offering?

The offering is expected to close on or about December 28, 2021.

What are the terms of the warrants associated with the preferred stock?

The warrants have an exercise price of $0.32 and will become exercisable six months after issuance.