As filed with the Securities and Exchange Commission on February 16, 2021

Registration No. 333-            





Washington, D.C. 20549










(Exact name of registrant as specified in its charter)




Pennsylvania   47-4639500

(State or other jurisdiction of

incorporation or organization)


(I.R.S. Employer

Identification No.)

490 Lapp Road

Malvern, Pennsylvania

(Address of Principal Executive Offices)   (Zip Code)


(Full title of the plan)

Gerri A. Henwood

President and Chief Executive Officer

Baudax Bio, Inc.

490 Lapp Road

Malvern, PA 19355

(Name and address of agent for service)

(484) 395-2470

(Telephone number, including area code, of agent for service)

with a copy to:

Rachael M. Bushey, Esq.

Jennifer L. Porter, Esq.

Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103

(215) 981-4331



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
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 7(a)(2)(B) of the Securities Act. ☒






Title of Securities

to be Registered



to be





Offering Price

Per Share(3)




Offering Price

  Amount of
Registration Fee

Common Stock, par value $0.01 per share

  1,522,171 shares   $1.90   $2,892,124.90   $315.53





Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock, par value $0.01 (the “Common Stock”) of Baudax Bio, Inc. (the “Registrant”) issuable under the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “Plan”) in the event the number of outstanding shares of the Registrant is increased by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization or similar transaction.


Represents 1,522,171 shares of Common Stock that were added to the shares authorized for issuance under the Plan on December 1, 2020 pursuant to an “evergreen” provision contained in the Plan.


This estimate is made pursuant to Rule 457(h) and Rule 457(c) of the Securities Act. The price shown is based upon the average of the high and low prices reported for the Common Stock on the Nasdaq Capital Market on February 11, 2021.


This Registration Statement is being filed for the purpose of registering an additional 1,522,171 shares of common stock, $0.01 par value per share (the “Common Stock”), of Baudax Bio, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “Plan”) for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective.

The Registrant previously filed a Registration Statements on Form S-8 (File No. 333-235377) with the Securities and Exchange Commission (the “Commission”) to register 3,467,535 shares of Common Stock that were authorized for issuance under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 4,989,706 shares of Common Stock will be registered for issuance from time to time under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-235377) filed with the Commission on December 5, 2019 is incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.




Item 1.

Plan Information.

The Registrant shall deliver or cause to be delivered documents containing the information specified by Part I of this Registration Statement to participants in the Plan to which this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.


Item 2.

Registrant Information and Employee Plan Annual Information.

The Registrant will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed Baudax Bio, Inc., 490 Lapp Road, Malvern, PA 19355, Attention: Gerri Henwood, Chief Executive Officer, telephone number (484) 395-2400.




Item 3.

Incorporation of Documents by Reference.

The following documents of the Registrant, filed or to be filed with the Commission, are incorporated by reference in this Registration Statement as of their respective dates:



The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 16, 2021;



The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed on January 5, 2021 (Film No. 21503947), January 22, 2021 (Film No.  21547186), January 22, 2021 (Film No.  21547207), January 26, 2021 (Film No.  21554952) and February 9, 2021 (Film No. 21607568);



The description of the Registrant’s Common Stock contained in the Registrant’s Form 10 filed on November 8, 2019 (File No. 001-39101) with the Commission, including any amendment or report filed for the purpose of updating such description; and


All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.


Item 8.


The following documents are filed as exhibits to this Registration Statement:





4.1    Amended and Restated Articles of Incorporation of Baudax Bio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39101) filed on November 26, 2019)
4.2    Amended and Restated Bylaws of Baudax Bio, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39101) filed on November 26, 2019)
4.3    Baudax Bio, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form 10 (File No. 001-39101) filed on November 5, 2019)
5.1*    Opinion of Troutman Pepper Hamilton Sanders LLP
23.1*    Consent of KPMG LLP
23.2*    Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included in signature page to this Registration Statement).



Filed Herewith


Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Malvern, Pennsylvania, on the 16th of February, 2021.



/s/ Gerri A. Henwood

Name:   Gerri A. Henwood
Title:   Chief Executive Officer


We, the undersigned officers and directors of Baudax Bio, Inc., hereby severally constitute and appoint Gerri A. Henwood and Ryan D. Lake, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in her or him for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.







/s/ Gerri A. Henwood


President, Chief Executive Officer and Director

(principal executive officer)

  February 16, 2021
Gerri A. Henwood

/s/ Ryan D. Lake


Chief Financial Officer

(principal financial and accounting officer)

  February 16, 2021
Ryan D. Lake

/s/ Alfred Altomari

   Director   February 16, 2021
Alfred Altomari

/s/ William L. Ashton

   Director   February 16, 2021
William L. Ashton

/s/ Arnold Baskies, M.D.

   Director   February 16, 2021
Arnold Baskies, M.D.

/s/ Winston J. Churchill

   Director   February 16, 2021
Winston J. Churchill

/s/ Andrew Drechsler

   Director   February 16, 2021
Andrew Drechsler

/s/ Wayne B. Weisman

   Director   February 16, 2021

Wayne B. Weisman