1. |
Names of Reporting Persons. |
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Mitchell P. Kopin |
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2. |
Check the Appropriate Box if a Member of
a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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|
4. |
Citizenship or Place of Organization |
United States of America |
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|
Number of |
5. Sole Voting Power |
0 |
Shares Beneficially |
|
|
Owned by Each |
|
|
Reporting |
6. Shared Voting Power |
423,782 |
Person
With: |
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|
|
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7. Sole Dispositive Power |
0 |
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|
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8. Shared Dispositive Power |
423,782 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
423,782 (see Item 4) |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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|
11. |
Percent of Class Represented by Amount in Row (9) |
4.99% (see Item 4) |
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|
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12. |
Type of Reporting Person (See Instructions) |
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|
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|
IN; HC |
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|
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|
1. |
Names of Reporting Persons. |
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Daniel B. Asher |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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|
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3. |
SEC Use Only |
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|
|
|
|
4. |
Citizenship or Place of Organization |
United States of America |
|
|
|
|
|
|
Number of |
5. Sole Voting Power |
0 |
Shares Beneficially |
|
|
Owned by Each |
|
|
Reporting |
6. Shared Voting Power |
423,782 |
Person
With: |
|
|
|
|
|
|
7. Sole Dispositive Power |
0 |
|
|
|
|
|
|
|
8. Shared Dispositive Power |
423,782 |
|
|
|
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
423,782 (see Item 4) |
|
|
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) |
|
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row (9) |
4.99%
(see Item 4) |
|
|
|
|
|
|
12. |
Type of Reporting Person (See Instructions) |
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|
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|
IN; HC |
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1. |
Names of Reporting Persons. |
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Intracoastal Capital LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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|
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|
4. |
Citizenship or Place of Organization |
Delaware |
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|
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|
Number of |
5. Sole Voting Power |
0 |
Shares Beneficially |
|
|
Owned by Each |
|
|
Reporting |
6. Shared Voting Power |
423,782 |
Person
With: |
|
|
|
|
|
|
7. Sole Dispositive Power |
0 |
|
|
|
|
|
|
|
8. Shared Dispositive Power |
423,782 |
|
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|
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
423,782 (see Item 4) |
|
|
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) |
|
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row (9) |
4.99%
(see Item 4) |
|
|
|
|
|
|
12. |
Type of Reporting Person (See Instructions) |
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OO |
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Item 1.
Baudax Bio, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
490 Lapp Road
Malvern, Pennsylvania 19355
Item 2.
| (b) | Address of Principal Business Office or, if none, Residence |
This Schedule 13G is being filed on behalf
of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel
B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital
LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the
“Reporting Persons”).
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
The principal business office of Mr. Kopin
and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher
is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
| (d) | Title of Class of Securities |
Common Stock, $0.01 par value per share, of the Issuer
(the “Common Stock”).
07160F107
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item
4. Ownership.
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on May 17, 2022 (the “SPA”) (as disclosed
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 18, 2022), each of the Reporting Persons may have
been deemed to have beneficial ownership of 345,031 shares of Common Stock, which consisted of (i) 205,761 shares of Common Stock to be
issued to Intracoastal at the closing of the transaction contemplated by the SPA, (ii) 85,714 shares of Common Stock issuable upon exercise
of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (iii) 53,442 shares of Common Stock issuable upon exercise
of a second warrant held by Intracoastal (“Intracoastal Warrant 2”) and (iv) 114 shares of Common Stock issuable upon
exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”), and all such shares of Common Stock in
the aggregate represent beneficial ownership of approximately 5.1% of the Common Stock, based on (1) 6,422,762 shares of Common Stock
outstanding as of May 17, 2022 as reported by the Issuer, plus (2) 205,761 shares of Common Stock to be issued to Intracoastal at the
closing of the transaction contemplated by the SPA, (3) 85,714 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1,
(4) 53,442 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (5) 114 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 3. The foregoing excludes (I) 175,439 shares of Common Stock issuable upon exercise of a fourth warrant held by
Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the
holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 205,761 shares of Common
Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal
Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the
holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of
the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons
may have been deemed to have beneficial ownership of 726,231 shares of Common Stock.
(ii) As
of the close of business on May 27, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 423,782 shares
of Common Stock, which consisted of: (i) 85,714 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 53,442 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 2, (iii) 114 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 3, (iv) 175,439 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 and (v) 109,073 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 5, and all such shares of Common Stock represented beneficial ownership of approximately
4.99% of the Common Stock, based on (1) 6,422,762 shares of Common Stock outstanding as of May 17, 2022 as reported by the Issuer, plus
(2) 1,646,091 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 85,714 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 1, (4) 53,442 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2, (5) 114 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, (6) 175,439 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 4 and (7) 109,073 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5. The foregoing
excludes 96,688 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant 5 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other
persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without
such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 520,470 shares of Common Stock.
| (c) | Number of shares as to which each Reporting Person has: |
| (i) | Sole power to vote or
to direct the vote: 0
. |
| (ii) | Shared power to vote
or to direct the vote: 423,782 . |
| (iii) | Sole power to dispose
or to direct the disposition of 0 . |
| (iv) | Shared power to dispose or to direct the disposition of
423,782 . |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be
the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 27, 2022
|
/s/
Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
/s/
Daniel B. Asher |
|
Daniel B. Asher |
|
Intracoastal Capital LLC |
|
|
|
By: |
/s/
Mitchell P. Kopin |
|
|
Mitchell P. Kopin, Manager |
Page 7 of 7