{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-009548","form_type":"8-K","ticker":null,"cik":"0001811623","company_name":"PaxMedica, Inc.","filed_at":"2025-03-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:04.979551+00:00","generated_at":"2026-05-25T03:55:05.454429+00:00","sec_items":["1.01","3.02","5.01","5.02","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"PaxMedica issues 114.8M shares to CEO-led entity for $10K; plans going private, avoids bankruptcy","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-009548","json":"https://secwatch.observer/filing/0001493152-25-009548.json","markdown":"https://secwatch.observer/filing/0001493152-25-009548.md","text":"https://secwatch.observer/filing/0001493152-25-009548.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1811623/000149315225009548/0001493152-25-009548-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1811623/000149315225009548/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-25T03:55:05.454429+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2d80836e7daceca35aad5b7a1869b2e561943cf3","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811623/000149315225009548/0001493152-25-009548-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Pax Rescue Vehicle, LLC"},{"label":"Consideration","value":"$10,000 plus legal fees incurred by the Company"},{"label":"Closing","value":"2025-03-03"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}