UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~April~~June 26, 2025

~~PaxMedica,~~Kuvatris Therapeutics, Inc.

PaxMedica, Inc

(Exact name of registrant as specified in its charter)

Delaware

001-41475

85-0870387

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

101 Arch St, 8th Floor, Boston, MA		02110
1000 Wyckoff Avenue, 3rd Floor, Mahwah, NJ		07430
(Address of principal executive offices)		(Zip Code)

(973) 879-9742

(Registrant’s telephone number, including area code)

~~N/A~~PaxMedica, Inc.

101 Arch Street, 8^th Floor, Boston, MA 02110

(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 Instructions 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PXMD		None

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 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ~~of Certain~~Fiscal ~~Officers~~Year.

On ~~April~~June 26, 2025, Howard J. Weisman, ~~chairman~~chief ofexecutive ~~the~~officer ~~Board~~ of ~~Directors (the “Board”) of~~ PaxMedica, Inc., a Delaware corporation (the “Company”), ~~tendered his resignation from that role effective immediately. In addition, directors Karen J. LaRochelle~~executed ~~and~~a ~~John~~certificate ~~Coelho~~of ~~also~~amendment ~~resigned~~of ~~from~~ the ~~Board~~certificate onof ~~that~~incorporation ~~date,~~of ~~effective immediately. These resignations are in connection with~~ the ~~transactions described~~Company, inchanging the ~~current report on Form 8-K filed by the~~ Company’s onname ~~February~~from 28PaxMedica, ~~2025,~~Inc. to ~~and~~Kuvatris ~~did~~Therapeutics, ~~not~~Inc. ~~result~~The ~~from~~certificate ~~any~~of ~~dispute~~amendment orrelating ~~disagreement with~~to the ~~Company~~name orchange ~~the~~has ~~Board~~been onfiled ~~any~~herewith ~~matter~~as ~~relating~~Exhibit ~~to operations, policies or practices~~3.1.

~~Mr.~~Item ~~Weisman~~8.01 ~~will~~Other ~~continue to serve as chief executive officer of the Company as it continues its transition to becoming a wholly-owned subsidiary of PRV, LLC, a Delaware limited liability company~~Events.

In connection with the actions of the Company described in a current report on Form 8-K filed on March 7, 2025, on May 20, 2025, the Company forwarded a letter to the Depositary Trust Company (“DTC”) in which it declared the issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), held by DTC on behalf of the beneficial shareholders of the Company to be null, void and worthless. On June 12, 2025 the Company forwarded a letter of instruction to its transfer agent, VStock Transfer, LLC (the “Transfer Agent”), directing the Transfer Agent to cancel all shares of Common Stock held by DTC. Relatedly, the Company will also forward a form share cancellation letter to all shareholders of record of Common Stock (the “Record Shareholders”), in which the Record Shareholders will direct the Transfer Agent to cancel those shares as well.

At the same time as the filing of this current report on Form 8-K, the Company will file a Form 15-12g with the Securities and Exchange Commission, terminating its registration under Section 12(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and suspending its obligation to file reports under Sections 13 and 15(d) of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		Certificate of Amendment of Certificate of Incorporation of PaxMedica, Inc. dated as of June 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

PaxMedica, Inc. By: /s/ Howard J. Weisman ~~Names~~Name: Howard J. Weisman Title: Chief Executive Officer

Date: ~~April~~June 413, 2025

Filing Compare · Kuvatris Therapeutics, Inc.