Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2020, Baudax Bio, Inc. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with JMP Securities LLC, as representative of the underwriters named therein (the Underwriters) relating to the offering, issuance and sale (the Offering) of (i) up to 7,692,308 shares
of the common stock, par value $0.01 per share (the Common Stock) of the Company, (ii) Series A warrants to purchase up to 7,692,308 shares of Common Stock (the Series A Warrants) and (iii) Series B
warrants to purchase up to 7,692,308 shares of Common Stock, (the Series B Warrants, together with the Series A Warrants, the Warrants). The shares of Common Stock and accompanying Warrants were sold together at
a combined public offering price of $3.25 per share, which will result in approximately $23.1 million of proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses.
The Series A Warrants will be immediately exercisable at a price of $4.59 per share, subject to adjustment, and will expire five years from the date they are
issued. The Series B Warrants will be immediately exercisable at a price of $3.25 per share, subject to adjustment, and will expire 13 months from the date they are issued. The holders of the Warrants may exercise the Warrants on a cashless basis,
solely to the extent no resale registration statement is available at the time of exercise. The shares of Common Stock are being offered together with the Warrants, but the securities will be issued separately and will be immediately separately
transferrable.
JMP Securities LLC and Oppenheimer & Co. Inc. are acting as joint book-running managers for the Offering. The Offering is
expected to close on or about March 26, 2020, subject to satisfaction of customary closing conditions. All of the shares of Common Stock and accompanying Warrants in the Offering are being sold by the Company.
The Offering is being made pursuant to the Companys effective shelf registration statement on Form S-3
(Registration No. 333-235408), previously filed with the Securities and Exchange Commission, and a final prospectus supplement thereunder, dated March 24, 2020.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The forms of Series A Warrant and Series B Warrant are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing
description of the terms of the Underwriting Agreement and Warrants is qualified in its entirety by reference to such exhibits.
The legal opinion of
Pepper Hamilton LLP relating to the legality of the issuance and sale of the shares and Warrants in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.