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 12 19, 2023

Baudax Bio, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-39101	47-4639500
(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)

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

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 54.0701 ~~Submission~~Change ofin ~~Matters~~Registrant’s toCertifying ~~a Vote of Security Holders.~~Accountant

OnDismissal ~~October 12, 2023, Baudax Bio, Inc. (the “Company”) held a Special Meeting~~ of ~~Shareholders~~Independent ~~(the~~Registered ~~“Special~~Public ~~Meeting”).~~Accounting ~~The~~Firm ~~following proposals were submitted to the shareholders at the Special Meeting:~~

1.On InOctober 19, ~~accordance~~2023, ~~with~~Baudax ~~Nasdaq~~Bio, ~~Listing~~Inc. ~~Rule 5635~~(athe “Company”), ~~the~~dismissed ~~issuance~~EisnerAmper ofLLP ~~shares~~(“EisnerAmper”) ofas the Company’s ~~common~~independent ~~stock,~~registered ~~par~~public ~~value~~accounting $0firm.01 ~~per~~The ~~share~~dismissal of EisnerAmper was recommended by the audit committee (the “~~Common~~Audit ~~Stock~~Committee”) of the board of directors (the “Board”) of the Company, ~~upon~~and ~~conversion~~approved by the Board. The report of EisnerAmper on the financial statements of the Company’s ~~Series~~as Xof ~~Non-Voting~~and ~~Convertible~~for ~~Preferred~~the ~~Stock~~year ended December 31, ~~par~~2022 ~~value~~did ~~$0.01~~not ~~per~~contain ~~share~~any ~~(“Series~~adverse Xopinion ~~Preferred~~or ~~Stock”)~~a disclaimer of opinion, ~~issued~~nor onwere ~~June~~they 29qualified or modified as to uncertainty, ~~2023~~audit ~~(the~~scope ~~“Conversion~~or ~~Proposal”);~~accounting principles, except as follows:

2.EisnerAmper’s Anreport ~~amendment~~on to the ~~Amended~~consolidated ~~and~~financial ~~Restated~~statements ~~Articles~~ of ~~Incorporation~~Baudax toBio, ~~effect~~Inc. aand ~~reverse~~subsidiaries ~~stock~~as ~~split~~ of and for the ~~Company’s~~year ~~Common~~ended ~~Stock~~December 31, at2022 contained a ~~ratio~~separate paragraph stating that “As discussed in Note 2 to bethe ~~determined~~financial bystatements, the Company’s ~~Board~~has ofincurred ~~Directors~~recurring ~~(the~~losses ~~“Board”)~~and ~~within~~negative acash ~~range~~flows offrom ~~one-for-ten~~operations ~~(1:10)~~ and ~~one-for-forty~~has ~~(1:40)~~an ~~(or~~accumulated ~~any~~deficit ~~number~~of in$190.9 million ~~between)~~as of December 31, to2022 bethat ~~effected~~raise insubstantial ~~the~~doubt ~~sole~~about ~~discretion~~its ofability ~~the~~to ~~Board~~continue atas ~~any~~a ~~time~~going ~~within~~concern. ~~one~~Management’s ~~year~~plans ofin ~~the~~regard ~~date~~to ofthese ~~the~~matters ~~Special~~are ~~Meeting~~also ~~without~~described ~~further~~in ~~approval~~Note or2. ~~authorization~~The ~~from~~financial ~~the~~statements ~~Company’s~~do ~~shareholders~~not (include any adjustments that might result from the ~~“Reverse~~outcome ~~Stock~~of ~~Split~~this ~~Proposal~~uncertainty.”);

3.During Inthe ~~accordance~~year ~~with~~ended ~~Nasdaq~~December 31, ~~Listing~~2022 ~~Rule~~and ~~5635~~the subsequent interim period through the date of this Current Report on Form 8-K, there were (di), no disagreements within the ~~issuance~~meaning of ~~shares~~Item 304(a)(1)(iv) of ~~Common~~Regulation ~~Stock~~S-K ~~pursuant~~and the related instructions between the Company and EisnerAmper on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EisnerAmper’s satisfaction, would have caused EisnerAmper to make reference thereto in its report; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of the following material weakness in the Company’s ~~equity~~internal ~~line~~control over financial reporting which existed during the Company’s fiscal quarter ended June 30, 2023, as disclosed in Part I, Item 4 of ~~credit~~the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, as filed with ~~Alumni~~the ~~Capital~~Securities LPand Exchange Commission (the “~~ELOC Issuance Proposal~~Commission”); on August 16, 2023. The material weakness related to the implementation of purchase price accounting principles related to the acquisition of TeraImmune, Inc. The material weakness identified did not result in the restatement of any previously reported financial statements or any related financial disclosure, nor did management believe that it had any effect on the accuracy of the Company’s financial statements for the reporting period ended June 30, 2023. This reportable event was discussed among the Company’s management, the Audit Committee, and EisnerAmper. EisnerAmper has been authorized by the Company to respond fully to the inquiries of KPMG, the successor accountant, concerning this reportable event.

4.The InCompany ~~accordance~~provided EisnerAmper with ~~Nasdaq~~a ~~Listing~~copy ~~Rule~~of ~~5635(d),~~ the ~~issuance~~disclosures ofin ~~shares~~this ofCurrent ~~Common~~Report ~~Stock~~on ~~issuable~~Form ~~upon the exercise of Series A~~8-7K ~~Warrants~~prior to ~~purchase~~its ~~shares~~filing ofwith ~~Common~~the ~~Stock~~Commission ~~issued~~and torequested ~~institutional~~EisnerAmper ~~investors~~furnish onit ~~August~~a ~~21,~~letter ~~2023,~~addressed ~~with an exercise price that may be equal~~ to orthe ~~less~~Commission ~~than~~stating ~~$0.56~~whether ~~per~~it ~~share,~~agrees ~~depending~~with on the ~~volume-weighted~~above ~~average~~statements. ~~share~~A ~~price~~copy of ~~the~~that ~~five~~letter, ~~days~~dated ~~following~~October 19, ~~completion~~2023, ofis ~~the~~filed ~~reverse~~as ~~stock~~Exhibit ~~split~~16.1 asto ~~set~~this ~~forth~~Current ~~above~~Report ~~(the~~on ~~“Warrant~~Form ~~Exercise~~8-K. ~~Proposal”);~~

5.Engagement ~~Ratification~~ of ~~the~~Former ~~selection~~Independent ofRegistered ~~EisnerAmper~~Public ~~LLP~~Accounting ~~(“EisnerAmper”)~~Firm ~~as the Company’s independent registered public accounting firm for the 2023 fiscal year (the “Auditor Proposal”); and~~

6On October 19, 2023, in connection with the Company’s dismissal of EisnerAmper, the Board approved the engagement of KPMG LLP (“KPMG”) as its new independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2023. The ~~adjournment~~decision orto ~~postponement~~retain ofKPMG was recommended by the ~~Special~~Audit ~~Meeting~~Committee, ifand ~~necessary~~approved by the Board, toafter ~~continue~~taking tointo ~~solicit~~account ~~votes~~the ~~for~~results of a competitive review process and other business factors. KPMG previously served as the ~~above~~Company’s ~~proposals~~independent registered public accounting firm from 2019 to June 21, 2022 (the “~~Adjournment~~Prior ~~Proposal~~KPMG Engagement Period”). During the Prior KPMG Engagement Period, KPMG audited the Company’s financial statements as of and for the year ended December 31, 2021.

AsKPMG’s ofreport on the ~~record~~consolidated ~~date~~financial ~~for~~statements ~~the~~of ~~Special~~Baudax ~~Meeting~~Bio, ~~there~~Inc. ~~were~~and ~~9,177,340~~subsidiaries ~~shares~~as of ~~Common Stock outstanding~~ and ~~36,267.059~~for ~~shares of~~ the ~~Company’s~~year ~~Series~~ended ~~C preferred stock~~December 31, ~~par~~2021 ~~value~~included ~~$0.01~~an ~~per~~explanatory ~~share~~paragraph ~~(“Series~~regarding ~~C Preferred Stock”) outstanding. The Series C Preferred Stock voted together with~~ the ~~outstanding~~Company’s ~~shares~~ability ofto ~~Common~~continue ~~Stock~~ as a ~~single~~going ~~class~~concern, ~~exclusively~~but ~~with~~otherwise ~~respect~~did tonot ~~the~~contain ~~Reverse~~any ~~Stock~~adverse ~~Split~~opinion ~~Proposal~~or ~~and~~disclaimer ~~the~~of ~~Adjournment Proposal~~opinion, ~~and~~nor was ~~not~~the bereport ~~entitled~~qualified toor ~~vote~~modified onas ~~any~~to ~~other~~uncertainty, ~~matter.~~audit ~~The~~scope, ~~following~~or isaccounting ~~a brief description of the final voting results from the Special Meeting~~principles.

~~Proposal~~In connection with KPMG’s audit of the Company’s financial statements as of and for the year ended December 31, 2021 and the subsequent interim period through June 21, 2022, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) –of ~~Conversion~~Regulation ~~Proposal.~~S-K ~~The~~and ~~Conversion~~the ~~Proposal~~related ~~was~~instructions ~~approved~~between the Company and KPMG on any matters of accounting principles or practices, asfinancial ~~follows:~~statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its report; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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

During the two most recent fiscal years and in the subsequent interim period through October 19, 2023 (and except in the ordinary course of serving as the Company’s independent registered public accounting firm during the Prior KPMG Engagement Period, as set forth above), neither the Company, nor any party on its behalf, consulted with KPMG regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and no written reports or oral advice were provided to the Company by KPMG that

~~Proposal~~ was 2an –important ~~Reverse~~factor ~~Stock~~considered ~~Split~~by ~~Proposal.~~the ~~The~~Company ~~Reverse~~in ~~Stock~~reaching ~~Split~~a ~~Proposal~~decision ~~was~~as ~~approved~~to any accounting, asauditing ~~follows:~~or financial reporting issue or (ii) any matter that was either the subject of (a) a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or (b) a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Votes For		Votes Against		Abstentions (Countedas Votes Against)		Broker Non-Votes (Counted asVotes Against)
4,284,122,843		834,124,291		77,988,911		0

Item 9.01

Financial Statements and Exhibits

~~Proposal~~(d) 3Exhibits ~~– ELOC Issuance Proposal. The ELOC Issuance Proposal was approved, as follows:~~

Votes For	Votes Against	Abstentions	Broker Non-Votes
Exhibit	Description
3,028,159	233,483	28,065	1,901,338
16.1	Letter from EisnerAmper LLP
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 1325, 2023

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