Baudax Bio, Inc.: M&A transaction — Baudax Bio acquires TeraImmune in stock-for-stock merger; issues preferred shares convertible to common

Baudax Bio, Inc.

Baudax Bio issued 1,212,185 common shares and 27,089.719 Series X convertible preferred shares (each convertible into 1,000 common) to TeraImmune stockholders.
Post-merger Baudax Bio had 7,276,149 shares of common stock outstanding; certain shares subject to 180-day lock-up.
Special shareholder meeting required to approve conversion of Series X Preferred Stock; failure may trigger cash settlement at fair value.
Baudax Bio entered a 30-day forbearance agreement with lenders under its credit facility related to the merger.
Yong Chan Kim, PhD (former TeraImmune CEO) appointed to Baudax Bio's board effective July 3, 2023.

item 1.01 item 5.03 item 2.01 item 3.02 item 5.02 item 9.01

Executive movements

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Appointed

Yong Chan Kim

member of the Board

Baudax Bio, Inc.

Effective: 2023-07-03
Filed: July 5, 2023, 7:59 PM ET

On July 3, 2023, the Board appointed Yong Chan Kim, Ph.D., as a member of the Board, effective as of July 3, 2023

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Yong Chan Kim was appointed as member of the Board at Baudax Bio, Inc..

Action: appointed
Role: member of the Board

Exact text from the filing

On July 3, 2023, the Board appointed Yong Chan Kim, Ph.D., as a member of the Board, effective as of July 3, 2023

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Baudax Bio, Inc.: Filed Certificate of Designation for Series X Non-Voting Convertible Preferred Stock (effective 2023-07-03).

Change: charter amendment
Effective: 2023-07-03

Exact text from the filing

On the Effective Date, Baudax Bio filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware

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

Baudax Bio, Inc. completed an acquisition involving TeraImmune, Inc. (closed 2023-06-29).

Action: acquisition
Counterparty: TeraImmune, Inc.
Closing: 2023-06-29

Exact text from the filing

On the Effective Date, Baudax Bio completed its business combination with TeraImmune.

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Source: SEC EDGAR

accession 0001193125-23-182057

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