UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2021
Baudax Bio, Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
001-39101 |
47-4639500 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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490 Lapp Road, Malvern, Pennsylvania |
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19355
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (484) 395-2470
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of Exchange on Which Registered |
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Common Stock, par value $0.01 |
BXRX |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On July 13, 2021, Baudax Bio, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”), which was adjourned to August 11, 2021 solely with respect to the voting on Proposal 1 below, the approval and adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.01 (the “Common Stock”) (the “Articles of Amendment”). At the reconvened Special Meeting on August 11, 2021, the Company’s shareholders voted on and approved the Articles of Amendment. The Articles of Amendment became effective upon filing with the Department of State of the Commonwealth of Pennsylvania on August 11, 2021. The Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Special Meeting.
Proposal 1 – Amendment to Amended and Restated Articles of Incorporation. The Articles of Amendment was approved, as follows:
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Votes For |
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Votes Against |
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Abstentions |
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42,463,985 |
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9,851,459 |
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282,855 |
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
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Exhibit No. |
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Document |
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3.1 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation of Baudax Bio, Inc. |
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104 |
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Cover Page Interactive Data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Baudax Bio, Inc |
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By: |
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/s/ Gerri A. Henwood |
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Name: |
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Gerri A. Henwood |
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Title: |
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President and Chief Executive Officer |
Date: August 11, 2021
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
BAUDAX BIO, INC.
In compliance with the requirements of the applicable provisions (relating to articles of amendment) of the Pennsylvania Business Corporation Law of 1988, as amended, the undersigned, desiring to amend its Amended and Restated Articles of Incorporation, hereby states that:
RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation is hereby amended by amending and restating the first paragraph of Article IV in its entirety as follows:
“The total number of shares of capital stock which the Corporation shall have authority to issue is 200,000,000, which (i) 190,000,000 shall be designated as common stock, par value $0.01 per share (the “Common Stock”), and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.01 per share (the “Undesignated Preferred Stock”).”
[Remainder of Page Intentionally Blank]
IN TESTIMONY WHEREOF, the undersigned Corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof on this 11th day of August, 2021.
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BAUDAX BIO, INC. |
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By: |
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/s/ Gerri Henwood |
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Name: |
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Gerri Henwood |
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Title: |
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President and Chief Executive Officer |