PaxMedica, Inc.: M&A transaction — PaxMedica issues 114.8M shares to CEO-led entity for $10K; plans going private, avoids bankruptcy

PaxMedica, Inc.

Issued 114,754,700 shares (over 90% voting power) to PRV, LLC, controlled by CEO Howard Weisman, for $10,000 plus legal fees.
Board determined company in zone of insolvency with market cap ~$0; transaction intended to avoid Chapter 7 bankruptcy.
Short-form merger under Delaware law planned; company will become wholly-owned subsidiary of PRV, then deregister with SEC.
Lead independent director Charles Casamento resigned effective issuance date; other directors expected to resign upon completion.

item 1.01 item 3.02 item 5.01 item 5.02 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

PaxMedica, Inc. underwent a change of control involving Pax Rescue Vehicle, LLC for $10,000 plus legal fees incurred by the Company (closed 2025-03-03).

Action: change of control
Counterparty: Pax Rescue Vehicle, LLC
Consideration: $10,000 plus legal fees incurred by the Company
Closing: 2025-03-03

Exact text from the filing

Delaware General Corporation Law (the “DGCL”). The issuance of the Common Stock to PRV represents a change-in-control of the Company. The purchase price for the Common Stock was $10,000 plus legal fees incurred by the Company in connection with this transaction. The Board determined that, as the Company is in the zone of insolvency and its market capitalization

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Source: SEC EDGAR

accession 0001493152-25-009548

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