Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
25 7월 2023 - 9:05PM
Edgar (US Regulatory)
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): July 24, 2023
Baudax Bio, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Pennsylvania |
|
001-39101 |
|
47-4639500 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
|
|
490 Lapp Road, Malvern, Pennsylvania |
|
19355 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (484)
395-2470
Not Applicable
(Former name or former address, if changed since last report)
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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
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:
|
|
|
|
|
Title of Each Class |
|
Trading
Symbol |
|
Name of Exchange
on Which Registered |
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. ☒
On July 24, 2023, Baudax Bio, Inc. (the Company) received a determination from the Nasdaq Hearings Panel (the Panel)
granting the Companys request for the continued listing of its common stock on The Nasdaq Stock Market (Nasdaq), subject to the Company evidencing compliance with all applicable criteria for initial listing on The Nasdaq
Capital Market, and certain other interim conditions. The Company is diligently working to timely evidence compliance with the terms of the Panels decision, which will include seeking shareholder approval for the issuance of the Companys
common shares upon conversion of the preferred stock issued to TeraImmune, Inc. and implementation of a reverse stock split, if necessary. There can be no assurances, however, that the Company will be able to do so.
As previously disclosed, on May 17, 2023 the Company was notified by the Staff of Nasdaqs Listing Qualifications Department (the Staff)
that the Staff had determined to delist the Companys securities from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the Panel), which the Company did. The Staffs determination was based
upon the Company evidencing a closing bid price of less than $1.00 per share and stockholders equity of less than $2.5 million, in contravention of Nasdaq Listing Rules 5550(a) and (b), respectively. The Panels July 24, 2023,
decision is the result of such hearing.
Important Additional Information and Where to Find It
Baudax Bio, Inc., its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Baudax Bios
shareholders in connection with the matters to be considered at Baudax Bios 2023 Special Meeting of Shareholders. Information regarding the names of Baudax Bios directors and executive officers and their respective interests in Baudax
Bio by security holdings or otherwise can be found in Baudax Bios proxy statement for its 2023 Annual Meeting of Shareholders, filed with the SEC on April 28, 2023. To the extent holdings of Baudax Bios securities have changed since
the amounts set forth in Baudax Bios proxy statement for the 2023 Annual Meeting of Stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC. These documents are available free of charge at the SECs website at www.sec.gov. Baudax Bio intends to file a proxy statement and accompanying proxy card with the SEC in connection with the solicitation of proxies from
Baudax Bio shareholders in connection with the matters to be considered at Baudax Bios 2023 Special Meeting of Shareholders. Additional information regarding the identity of participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in Baudax Bios proxy statement for its 2023 Special Meeting, including the schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND THE ACCOMPANYING PROXY CARD AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AS WELL AS ANY OTHER DOCUMENTS FILED BY BAUDAX BIO WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will be able to obtain copies of the proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by Baudax Bio with the SEC for no charge at the
SECs website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of Baudax Bios corporate website
at https:// https://www.baudaxbio.com/news-and-investors.com or by contacting Baudax Bios Investor Relations at Baudax Bio, Inc., 490 Lapp
Road, Malvern, PA 19355 or by calling Baudax Bios Investor Relations at (484) 395-2440.
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.
|
|
|
Baudax Bio, Inc. |
|
|
By: |
|
/s/ Gerri A. Henwood |
Name: |
|
Gerri A. Henwood |
Title: |
|
President and Chief Executive Officer |
Date: July 25, 2023
Baudax Bio (NASDAQ:BXRX)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Baudax Bio (NASDAQ:BXRX)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024