UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 2 12, 2023

Baudax Bio, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-39101	47-4639500
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


490 Lapp Road, Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (484) 395-2470

Not Applicable

(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 Instruction 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 Act:

Title of Each Class		~~TradingSymbol~~Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.01		BXRX		Nasdaq Capital Market

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 ☒

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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~Resignation~~On October 12, 2023, Baudax Bio, Inc. (the “Company”) held a Special Meeting of ~~Corporate~~Shareholders ~~Controller~~(the “Special Meeting”). The following proposals were submitted to the shareholders at the Special Meeting:

On1. ~~October 2,~~In ~~2023,~~accordance ~~Jillian~~with ~~Dilmore,~~Nasdaq ~~the~~Listing ~~Corporate~~Rule ~~Controller~~5635(a), ~~Principal~~the ~~Financial~~issuance ~~Officer,~~of ~~Principal~~shares ~~Accounting Officer and Corporate Secretary~~ of ~~Baudax Bio, Inc. (~~the “Company”)’s ~~notified~~common ~~the~~stock, ~~Company~~par ofvalue ~~her~~$0.01 ~~decision~~per toshare ~~resign effective as of October 9, 2023~~ (~~the~~ “~~Effective~~Common ~~Date~~Stock”)., ~~Ms. Dilmore~~upon ~~resigned~~conversion ~~for personal reasons and not as a result~~ of ~~any disagreement with~~ the Company’s orSeries ~~its~~X ~~independent~~Non-Voting ~~registered~~Convertible ~~public~~Preferred ~~accountants~~Stock, onpar ~~any~~value ~~matter~~$0.01 ~~relating~~per toshare ~~the~~(“Series ~~Company’s~~X ~~financial~~Preferred ~~or accounting operations~~Stock”), ~~policies~~issued oron ~~practices.~~June ~~Ms. Dilmore~~29, ~~has~~2023 ~~agreed to provide continued consulting support to~~ (the ~~Company.~~“Conversion Proposal”);

~~Appointment~~2. An amendment to the Amended and Restated Articles of ~~Interim~~Incorporation ~~Chief~~to ~~Financial~~effect ~~Officer~~a reverse stock split of the Company’s Common Stock at a ratio to be determined by the Company’s Board of Directors (the “Board”) within a range of one-for-ten (1:10) and one-for-forty (1:40) (or any number in between), to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s shareholders (the “Reverse Stock Split Proposal”);

On3. ~~October 5,~~In ~~2023,~~accordance ~~the~~with ~~board~~Nasdaq ofListing ~~directors~~Rule of5635(d), the ~~Company~~issuance ~~appointed Natalie McAndrew as Interim Chief Financial Officer, effective as~~ of ~~the~~shares ~~Effective Date. Ms. McAndrew will also assume the duties~~ of ~~the~~Common ~~Principal~~Stock ~~Financial~~pursuant ~~Officer~~to ~~and Principal Accounting Officer of~~ the Company’s asequity line of ~~the~~credit ~~Effective~~with ~~Date.~~Alumni ~~Beginning~~Capital onLP (the ~~Effective~~“ELOC ~~Date,~~Issuance ~~Ms. McAndrew will provide her services as a consultant through Danforth Advisors, LLC (“Danforth~~Proposal”)~~, at an agreed upon hourly rate.~~ ;

Ms4. ~~McAndrew,~~ ~~age~~In ~~49,~~accordance ~~is a Director~~ with ~~Danforth, an~~Nasdaq ~~advisory~~Listing ~~firm~~Rule ~~focused on providing financial strategy to life science organizations~~5635(d), ~~and~~the ~~has~~issuance ~~been~~of ~~employed~~shares ~~with~~of ~~Danforth~~Common ~~since~~Stock ~~August~~issuable ~~2021.~~upon ~~Prior to Danforth, Ms. McAndrew was~~ the ~~VP,~~exercise ~~Corporate Controller~~ of ~~Tmunity~~Series ~~Therapeutics,~~A-7 ~~Inc.,~~Warrants ~~a biotechnology company, from January 2021~~ to ~~July~~purchase ~~2021.~~shares ~~Ms. McAndrew~~of ~~previously~~Common ~~served~~Stock asissued ~~Head~~to ofinstitutional ~~Accounting~~investors ~~Operations~~on atAugust ~~Spark Therapeutics~~21, ~~Inc.~~2023, awith ~~biotechnology~~an ~~company,~~exercise ~~from~~price ~~March~~that ~~2015~~may ~~until~~be ~~January~~equal ~~2021.~~to ~~Prior~~or toless ~~this,~~than Ms$0. ~~McAndrew~~56 ~~served~~per ~~as Corporate Controller for over 8 years in other privately held and public companies at various life cycle stages~~share, ~~managing~~depending ~~finance,~~on ~~accounting,~~the ~~and~~volume-weighted ~~other~~average ~~corporate~~share ~~operational~~price ~~functions.~~of ~~Ms. McAndrew~~the isfive adays ~~certified~~following ~~public~~completion ~~accountant~~of ~~and~~the ~~holds~~reverse astock ~~B.S.~~split ~~degree~~as inset ~~Accounting~~forth ~~from~~above ~~King’s~~(the ~~College.~~“Warrant Exercise Proposal”);

~~There are no arrangements or understandings between Ms~~5. ~~McAndrew~~ ~~and~~Ratification ~~any~~of ~~other~~the ~~persons~~selection ~~pursuant~~of toEisnerAmper ~~which~~LLP ~~Ms. McAndrew~~(“EisnerAmper”) ~~was appointed~~ as ~~Interim Chief Financial Officer of~~ the Company.’s Inindependent ~~addition,~~registered ~~there~~public ~~are~~accounting nofirm ~~family~~for ~~relationships~~the ~~between Ms. McAndrew~~2023 ~~and~~fiscal ~~any~~year ~~director or executive officer of~~ (the ~~Company,~~“Auditor ~~and there are no transactions involving Ms. McAndrew requiring disclosure under Item 404(a~~Proposal”); ~~of Regulation S-K.~~ and

~~Item 8~~6.01 ~~Other~~The ~~Events~~adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the above proposals (the “Adjournment Proposal”).

OnAs ~~October 6~~of the record date for the Special Meeting, ~~2023~~there were 9,177,340 shares of Common Stock outstanding and 36,267.059 shares of the Company’s ~~updated~~Series ~~information~~C ~~reflected~~preferred instock, apar ~~slide~~value ~~presentation,~~$0.01 ~~which~~per isshare ~~attached~~(“Series asC ~~Exhibit~~Preferred 99Stock”) outstanding.1 The Series C Preferred Stock voted together with the outstanding shares of Common Stock as a single class exclusively with respect to ~~this~~the ~~Current~~Reverse ~~Report~~Stock onSplit ~~Form~~Proposal ~~8-K~~and the Adjournment Proposal, and iswas ~~incorporated~~not ~~herein~~be byentitled ~~reference~~to vote on any other matter. The ~~Company~~following ~~will~~is ~~use~~a ~~the~~brief ~~updated~~description ~~presentation~~of inthe ~~various~~final ~~meetings~~voting ~~with~~results ~~investors~~ from ~~time~~the toSpecial ~~time~~Meeting.

~~Item~~Proposal 91 – Conversion Proposal.01 ~~Financial~~The ~~Statements~~Conversion ~~and~~Proposal ~~Exhibits.~~was approved, as follows:

(d) Exhibits


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,817,213	230,810	29,499	1,901,338

Proposal 2 – Reverse Stock Split Proposal. The ~~following~~Reverse ~~exhibits~~Stock ~~are~~Split ~~being~~Proposal ~~filed~~was ~~herewith~~approved, as follows:

Exhibit No.	Document
Votes For	Votes Against	Abstentions (Countedas Votes Against)	Broker Non-Votes (Counted asVotes Against)
99.1	Investor Presentation of Baudax Bio, Inc., dated October 6, 2023.
4,284,122,843	834,124,291	77,988,911	0
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 3 – ELOC Issuance Proposal. The ELOC Issuance Proposal was approved, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
3,028,159	233,483	28,065	1,901,338

Proposal 4 – Warrant Exercise Proposal. The Warrant Exercise Proposal was approved, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
873,644	394,876	14,643	1,901,338

Proposal 5 – Auditor Proposal. The Auditor Proposal was approved, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
3,720,419	388,041	1,082,585	0

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, thereunto duly authorized.


Baudax Bio, Inc

By:		/s/ Gerri A. Henwood
Name:		Gerri A. Henwood
Title:		Chief Executive Officer

Date: October 13, 2023

Date: October 6, 2023

Baudax Bio, Inc.

/s/ Gerri A. Henwood

Gerri A. Henwood

President and Chief Executive Officer

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