Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 20, 2023

PaxMedica, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41475	85-0870387
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

303 South Broadway, Suite 125 Tarrytown, NY	10591
(Address of principal executive offices)	(Zip Code)

(914) 987-2876

(Registrant’s telephone number, including area code)

n/a

(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 Instructions 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PXMD		The Nasdaq Stock Market LLC

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 x

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. ¨

Item 1.01.

Entry Into a Material Definitive Agreement.

On November 20, 2023, PaxMedica, Inc. (the “Company”) priced its publicly marketed public offering of (i) 2,237,304 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), together with common stock purchase warrants (the “Common Stock Purchase Warrants”) to purchase 2,237,304 shares of Common Stock at a combined public offering price of $1.30 per Share and accompanying Common Stock Purchase Warrant and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 3,147,311 shares of Common Stock, together with Common Stock Purchase Warrants to purchase 3,147,311 shares of Common Stock at a combined public offering price of $1.2999 per Pre-Funded Warrant and accompanying Common Stock Purchase Warrant.

Subject to certain ownership limitations described in the Common Stock Purchase Warrants, the Common Stock Purchase Warrants have an exercise price of $1.30 per share of Common Stock, are exercisable upon issuance and will expire five years from the date of issuance. The exercise price of the Common Stock Purchase Warrants will be subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Common Stock Purchase Warrants.

Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. Subject to certain ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Common Stock Purchase Warrants and the Pre-Funded Warrants provide that holders will have the right to participate in any rights offering or distribution of assets, and will have the right to receive certain consideration in fundamental transactions, together with the holders of Common Stock on an as-exercised basis. In addition, upon a fundamental transaction, the holder of the Common Stock Purchase Warrants shall have the right to receive payment in cash, or under certain circumstances in other consideration, from the Company at the Black Scholes value as described in the Common Stock Purchase Warrants. A holder will not have the right to exercise any portion of the Common Stock Purchase Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Stock Purchase Warrants or the Pre-Funded Warrants, respectively. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to the Company, provided that any increase in such percentage shall not be effective until 61 days after such notice. If not previously exercised in full, at the expiration of their terms, the Common Stock Purchase Warrants will be automatically exercised via cashless exercise.

In connection with the offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. The Purchase Agreement contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition on issuance of Common Stock or securities convertible or exchangeable into Common Stock by the Company for a period of 60 days after the closing date of the offering and a prohibition on the Company entering into variable rate transactions for a period of 180 days after the closing date of the offering, subject to certain exceptions.

The net proceeds to the Company from the offering were approximately $6.3 million, after deducting Placement Agent’s fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to repay in full the approximately $0.2 million outstanding under the convertible promissory note held by Lind Global Fund II LP, to advance the Company’s development programs and for general corporate purposes.

The public offering was made pursuant to the Company’s effective registration statement on Form S-1 (Registration No. 333-275416) previously filed with and declared effective by the Securities and Exchange Commission on November 20, 2023, and a preliminary and final prospectus thereunder. The closing of the offering took place on November 22, 2023.

The Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as exclusive placement agent for the public offering. The Placement Agent did not purchase or sell any securities, nor was it required to arrange the purchase or sale of any minimum number or dollar amount of securities. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the securities in the offering. The Company paid the Placement Agent an aggregate cash fee equal to 6.5% of the gross proceeds received by the Company from such offering. The Company also reimbursed the Placement Agent for non-accountable fees and expenses in an amount up to $50,000, its legal fees and expenses and other out-of-pocket expenses in the amount of up to $100,000, and its clearing expenses in the amount of $15,950. The Company also agreed to issue to the Placement Agent or its designees warrants to purchase up to 4.0% of the of aggregate number of Shares and Pre-Funded Warrants sold in the offering (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Common Stock Purchase Warrants, except that the Placement Agent Warrants have an exercise price equal to $1.625 and have a term of five years from the commencement of sales of the offering.

The foregoing is only a summary of the Common Stock Purchase Warrants, the Pre-Funded Warrants, the Placement Agent Warrants and the Purchase Agreement and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the Form of Common Stock Purchase Warrant, the Form of Pre-Funded Warrant, the Form of Placement Agent Warrant and the Form of Purchase Agreement, copies of which are incorporated by reference as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01.

Other Events.

On November 20, 2023, the Company issued a press release announcing that the Company had priced the offering of the Shares, Pre-Funded Warrants and Common Stock Purchase Warrants. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 4.1	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed on November 9, 2023).
Exhibit 4.2	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 filed on November 9, 2023).
Exhibit 4.3	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed on November 9, 2023).
Exhibit 10.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on November 9, 2023).
Exhibit 99.1	Press release issued November 20, 2023.
104	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 hereunto duly authorized.

	PaxMedica, Inc.


	By:	/s/ Howard J. Weisman
	Name:	Howard J. Weisman
	Title:	Chief Executive Officer

Date: November 22, 2023

Exhibit 99.1

PaxMedica Announces Pricing of $7.0 Million Public Offering

TARRYTOWN, New York, Nov. 20, 2023 (ACCESSWIRE) PaxMedica, Inc. (NASDAQ: PXMD) (“PaxMedica” or the “Company”), a biopharmaceutical company focused on advancing treatments for neurological disorders, today announced the pricing of its public offering of an aggregate of 5,384,615 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 5,384,615 shares of common stock, at a combined public offering price of $1.30 per share (or common stock equivalent in lieu thereof) and accompanying warrant. The warrants will have an exercise price of $1.30 per share, will be exercisable immediately upon issuance and will expire five years after the initial exercise date. The closing of the offering is expected to occur on or about November 22, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

Total gross proceeds to the Company from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $7.0 million. The Company intends to use the net proceeds from this offering to repay in full the approximately $0.2 million outstanding under the convertible promissory note held by Lind Global Fund II LP, to advance the Company’s development programs and for general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-275416), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 20, 2023. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About PaxMedica, Inc.

PaxMedica, Inc. is a forward-looking clinical-stage biopharmaceutical firm specializing in cutting-edge anti-purinergic drug therapies (APT) aimed at addressing a range of challenging neurologic disorders, including Autism Spectrum Disorder (ASD) and Human African Trypanosomiasis (HAT). Our portfolio encompasses critical areas within the neurology field, with a focus on pioneering advancements in both ASD and HAT treatments. We are dedicated to the continuous development and evaluation of our pioneering program, PAX-101-an intravenous suramin formulation that lies at the heart of our efforts, particularly focused on innovative ASD and HAT treatment solutions. Our ongoing research initiatives not only prioritize the needs of ASD and HAT patients but also extend to exploring potential therapeutic applications for related conditions.

Forward-Looking Statements:

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The use of words such as “will,” “expect,” or “intend” and other similar expressions are intended to identify such forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Such forward-looking statements include, but are not limited to, the ability of the Company to close the offering, the expected timing of closing, the expected gross proceeds and the use of proceeds from the offering. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and set forth in the company's SEC filings, including the risks found in the section entitled “Risk Factors” in PaxMedica’s most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in any subsequent reports filed with the SEC. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements.

Contacts

PaxMedica, Inc.
303 S Broadway,
Suite 125.
Tarrytown, NY 10591
www.paxmedica.com

Media Contact
media@paxmedica.com

Investor Contact
Scott McGowan
InvestorBrandNetwork (IBN)
Phone: 310.299.1717
ir@paxmedica.com
www.paxmedica.com/investors

Cover	Nov. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2023
Entity File Number	001-41475
Entity Registrant Name	PaxMedica, Inc.
Entity Central Index Key	0001811623
Entity Tax Identification Number	85-0870387
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	303 South Broadway
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Tarrytown
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10591
City Area Code	914
Local Phone Number	987-2876
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PXMD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false