DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital
stock. This description is summarized from, and qualified in its entirety by reference to, our certificate of incorporation, which has been publicly filed with the SEC. See Where You Can Find More Information. For a complete description,
you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
Common Stock
Authorized Capital Stock. Our
authorized capital stock consists of (i) 100,000,000 shares of common stock, par value $0.01 per share, of which 70,142,608 shares have been issued and are outstanding as of February 11, 2021, referred to as the capitalization date, and (ii)
10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares have been issued and are outstanding as of the capitalization date. We do not hold any shares of our capital stock in its treasury.
Voting Rights. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of
shareholders. The holders of our common stock do not have any cumulative voting rights.
Dividends. Holders of our common stock are entitled
to receive ratably any dividends declared by our Board of Directors, or Board, out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock.
No Preemptive or Similar Rights. Our common stock has no preemptive rights, conversion rights, redemption rights or other subscription rights or
redemption or sinking fund provisions. In the event of a liquidation, dissolution or winding up of us, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any
liquidation preference of any outstanding preferred stock.
Transfer Agent and Registrar. The transfer agent and registrar for our common
stock is Broadridge Corporate Issuer Solutions, Inc.
Listing. Our common stock is listed on the Nasdaq Capital Market under the symbol
BXRX. On February 11, 2021, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.86 per share. As of February 11, 2021, we had approximately 8 shareholders of record.
Preferred Stock
Our board of directors has the
authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and
other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of
shares of such series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The
issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely
affect the market price of the common stock and the voting and other rights of the holders of our common stock. We have no current plans to issue any shares of preferred stock.
Anti-Takeover Effects of Our Amended and Restated Articles of Incorporation and Our Amended and Restated Bylaws
Provisions of our amended and restated articles of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or
potential change of control or change in our management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests.
Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated articles of incorporation and amended and restated bylaws:
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Divide our board of directors into three classes with staggered three-year terms;
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