Baudax Bio, Inc.: M&A transaction — Baudax Bio transfers ANJESO assets to Alkermes, amends credit, issues warrants

Baudax Bio, Inc.

Transferred ANJESO patents, trademarks, equipment, data to Alkermes; NDA withdrawal and potential later transfer; all related agreements terminated with no further payments.
Amended credit agreement: lenders consented to asset transfer, released liens on transferred assets, reduced minimum liquidity covenant to $2.5M.
Issued 785,026 warrants to MAM Eagle Lender at $1.8951/share, 10-year term, with registration rights.
Will pay $567,500 amendment fee in 12 monthly installments to lenders.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Baudax Bio, Inc. completed a disposition involving Alkermes Pharma Ireland Limited for no further payments of any kind (closed 2023-03-29).

Action: disposition
Counterparty: Alkermes Pharma Ireland Limited
Consideration: no further payments of any kind
Closing: 2023-03-29

Exact text from the filing

Alkermes Agreement On March 29, 2023, the Company entered into an Asset Transfer Agreement with Alkermes Pharma Ireland Limited (“Alkermes”) (the “Transfer Agreement”). Under the terms of the Transfer Agreement, the Company transferred the rights to certain patents, trademarks, equipment, data and other rights related to ANJESO ® (the “Assets”) to Alkermes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Baudax Bio, Inc. amended Amendment No. 5 and Consent to Credit Agreement with Wilmington Trust, National Association, solely in its capacity as administrative and collateral agent and the lenders party thereto (effective 2023-03-29).

Action: amendment
Agreement: credit facility
Counterparty: Wilmington Trust, National Association, solely in its capacity as administrative and collateral agent and the lenders party thereto
Effective: 2023-03-29

Exact text from the filing

On March 29, 2023 (the “Closing Date”), Baudax Bio, Inc. (the “Company”) entered into that certain Amendment No. 5 and Consent to Credit Agreement (the “Amendment”) by and among the Company, Baudax Bio N.A. LLC (“Baudax LLC”), Baudax Bio Limited, Wilmington Trust, National Association, solely in its capacity as administrative and collateral agent (the “Agent”) and the lenders party thereto (the “Lenders”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Baudax Bio, Inc. entered into Asset Transfer Agreement with Alkermes Pharma Ireland Limited (effective 2023-03-29).

Action: entry
Agreement: asset purchase
Counterparty: Alkermes Pharma Ireland Limited
Effective: 2023-03-29

Exact text from the filing

On March 29, 2023, the Company entered into an Asset Transfer Agreement with Alkermes Pharma Ireland Limited (“Alkermes”) (the “Transfer Agreement”).

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Source: SEC EDGAR

accession 0001193125-23-088239

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