SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☒||Definitive Additional Materials|
|☐||Soliciting Material under §240.14a-12|
BAUDAX BIO, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
Leading Independent Advisory Firm Institutional Shareholder Services, Inc.
Recommends Baudax Bio Shareholders Vote For the Proposed Additional
Authorized Shares at Upcoming Special Meeting of Shareholders
MALVERN, Pa., June 30, 2021 Baudax Bio, Inc. (NASDAQ:BXRX), a pharmaceutical company focused on developing and commercializing innovative products for acute care settings, today announced that Institutional Shareholder Services, Inc. (ISS), the leading global independent proxy advisory firm, has recommended that Baudax Bio shareholders vote FOR Item 1 set forth in its Definitive Proxy Statement filed with the Securities and Exchange Commission on June 14, 2021 in connection with its Special Meeting, which seeks to amend Baudax Bios Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 100 million shares to 190 million shares. The Special Meeting will be held on July 13, 2021 at 9:00 a.m. ET and will be held virtually at www.virtualshareholdermeeting.com/BXRX2021.
ISS is the most prominent independent proxy voting and corporate governance advisory firm, and its recommendations are relied upon by institutional investment firms, mutual funds and other fiduciaries globally. ISS experienced research team provides comprehensive proxy analyses and complete vote recommendations for approximately 44,000 meetings annually in around 115 markets worldwide.
The supportive recommendation by ISS to vote in favor of the proposed increase to our authorized shares emphasizes the importance of increasing the number of authorized shares from 100 million to 190 million shares, said Gerri Henwood, President and CEO of Baudax Bio. We believe increasing the number of authorized shares will better enable Baudax Bio to achieve its corporate goals and to expand its shareholder base.
ISS does not have any business relationship with Baudax Bio. Baudax Bio did not engage or compensate ISS for its analysis or recommendations.
Baudax shareholders are urged to vote as ISS recommends by voting FOR the proposed increase in authorized shares and the adjournment of the Special Meeting of shareholders. Shareholders with questions may call Okapi Partners LLC at (855) 208-8902 or by email at email@example.com.
All shareholders are encouraged to vote no matter how many shares you own. You are encouraged to submit your vote as soon as possible. Please submit your vote online at www.proxyvote.com or by telephone at 1-800-690-6903. Shareholders needing assistance voting or have questions may contact Baudax Bios proxy solicitation firm, Okapi Partners, at firstname.lastname@example.org or (855) 208-8902.
About Baudax Bio
Baudax Bio is a pharmaceutical company focused on developing and commercializing innovative products for acute care settings. The launch of Baudax Bios first commercial product ANJESO® began in mid-2020. ANJESO is the first and only 24-hour, intravenous (IV) COX-2 preferential non-steroidal anti-inflammatory (NSAID) for the management of moderate to severe pain. In addition to ANJESO, Baudax Bio has a pipeline of other innovative pharmaceutical assets including two novel neuromuscular blocking agents (NMBAs) and a proprietary chemical reversal agent specific to these NMBAs which is currently in preclinical studies. For more information, please visit www.baudaxbio.com.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements reflect Baudax Bios expectations about its future performance and opportunities that involve substantial risks and uncertainties. When used herein, the words anticipate, believe, estimate, may, upcoming, plan, target, goal, intend, and expect, and similar expressions, as they relate to Baudax Bio or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information available to Baudax Bio as of the date of publication on this internet site and are subject to a number of risks, uncertainties, and other factors that could cause Baudax Bios performance to differ materially from those expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, among other things, risks related to the ongoing economic and social consequences of the COVID-19 pandemic, including any adverse impact on the commercial launch of ANJESO® or disruption in supply chain, Baudax Bios ability to maintain regulatory approval for ANJESO, Baudax Bios ability to successfully commercialize ANJESO; the acceptance of ANJESO by the medical community, including physicians, patients, health care providers and hospital formularies; Baudax Bios ability and that of Baudax Bios third party manufacturers to successfully scale-up the commercial manufacturing process for ANJESO, Baudax Bios ability to produce commercial supply in quantities and quality sufficient to satisfy market demand for ANJESO, Baudax Bios ability to raise future financing for continued product development, payment of milestones and ANJESO commercialization, Baudax Bios ability to pay its debt and satisfy conditions necessary to access future tranches of debt, Baudax Bios ability to comply with the financial and other covenants under its credit facility, Baudax Bios ability to manage costs and execute on its operational and budget plans, the accuracy of Baudax Bios estimates of the potential market for ANJESO, Baudax Bios ability to achieve its financial goals; and Baudax Bios ability to obtain, maintain and successfully enforce adequate patent and other intellectual property protection. These forward-looking statements should be considered together with the risks and uncertainties that may affect Baudax Bios business and future results included in Baudax Bios filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to Baudax Bio, and Baudax Bio assumes no obligation to update any forward-looking statements except as required by applicable law.
Investor Relations Contact:
Sam Martin / Claudia Styslinger