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 1213, 2023

PLx Pharma Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-36351		46-4995704
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9 Fishers Lane, Suite E, Sparta, New Jersey		07871
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 409-6541

(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 follow provisions:

☐ 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 each exchange on which registered
Common Stock, $0.001 par value	PLXP	~~The NASDAQ Capital Market~~N/A*

*	On April 13, 2023, our Common Stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “PLXP.”

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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

On April 1213, 2023, PLx Pharma Inc. (the “Company”) and its wholly-owned subsidiary, PLx Opco Inc. (together with the Company, the “~~Sellers~~Debtors”), filed ~~entered~~voluntary ~~into~~petitions a(Case ~~stalking~~Nos. ~~horse~~23-10456 ~~asset~~and ~~purchase~~23-10457) (the ~~agreement~~“Chapter 11 Cases”) for relief under Chapter 11 of title 11 of the United States Bankruptcy Code (the “~~Asset~~Bankruptcy ~~Purchase~~Code”) ~~Agreement~~in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). As previously disclosed, on April 12, 2023, the Debtors entered into a stalking horse asset purchase agreement with PLx Acquisition Company, LLC, a wholly-owned subsidiary of Greenwood Brands, LLC ~~(the “Purchaser”)~~, to acquire substantially ~~all~~ all of the Sellers’ assets (the “Sale”). The ~~Sellers~~proposed ~~intend~~Sale towill ~~file~~be ~~voluntary~~conducted ~~petitions~~through ~~for~~a ~~relief~~Bankruptcy ~~under~~Court-supervised ~~Chapter~~process pursuant 11to ofBankruptcy ~~title 11~~Court-approved ofbidding ~~the~~procedures, ~~United~~and ~~States~~is ~~Code~~subject into the ~~United~~receipt ~~States~~of ~~Bankruptcy~~higher ~~Court~~or ~~for~~better ~~the~~offers ~~District~~from competing bidders at an auction, approval of ~~Delaware~~the (sale by the “Bankruptcy Court”), ~~within~~ and the ~~next~~satisfaction ~~two~~of ~~business~~certain ~~days~~conditions.

~~The~~In addition to the petitions, ~~proposed~~the ~~Sale~~Debtors ~~will~~have befiled, ~~conducted~~among ~~through~~other things, a motion with the Bankruptcy Court~~-supervised~~ ~~process~~seeking ~~pursuant~~ to ~~Bankruptcy~~jointly ~~Court-approved~~administer ~~bidding~~the ~~procedures, and~~Chapter is11 ~~subject~~Cases to under the ~~receipt~~caption In ofre: ~~higher~~PLx orPharma ~~better~~Inc., ~~offers~~et. ~~from~~al. ~~competing~~Each ~~bidders~~of atthe anDebtors ~~auction,~~continue ~~approval~~to ofoperate ~~the~~its ~~sale~~business byas ~~the~~a ~~Bankruptcy~~“debtor-in-possession” ~~Court,~~under ~~and~~ the ~~satisfaction~~jurisdiction of ~~certain~~the ~~conditions.~~Bankruptcy AsCourt ~~the~~and ~~stalking~~in ~~horse~~accordance ~~bidder,~~with the ~~Purchaser’s~~applicable ~~offer~~provisions toof ~~purchase~~ the ~~Acquired Assets~~Bankruptcy Code and ~~assume~~orders of the Bankruptcy ~~Assumed~~Court. ~~Liabilities~~The ~~(as~~Debtors ~~illustrated~~are byseeking ~~the~~approval ~~terms~~of ~~and~~a ~~conditions~~variety of ~~the~~“first ~~Asset~~day” ~~Purchase~~motions ~~Agreement)~~containing ~~would~~customary berelief intended to enable the ~~standard against~~Debtors ~~which~~to ~~any~~continue ~~other~~ordinary ~~qualifying~~course ~~bids~~operations ~~would~~during bethe ~~evaluated~~Chapter 11 Cases.

~~Pursuant to~~The ~~the~~Company ~~terms~~cannot ~~and subject to the conditions of the Asset Purchase Agreement, and subject to section 363(k) of the Bankruptcy Code, the~~be ~~Asset~~certain ~~Purchase Agreement provides for consideration~~ that ~~consists~~holders of ~~a partial credit bid of $3,000,000, plus~~ the ~~potential~~Company’s ~~assumption of~~common ~~certain~~stock ~~liabilities,~~will ~~plus~~receive ~~$100,000~~any inpayment ~~cash.~~or ~~The~~other ~~Asset~~distribution ~~Purchase~~on ~~Agreement~~account contains certain customary representations and warranties made by each party, which are qualified by confidential disclosures provided to the Purchaser in connection with the Asset Purchase Agreement. The Sellers and the Purchaser have agreed to various customary covenants, including, among others, covenants regarding the conduct of ~~the~~those ~~Sellers’~~shares ~~business prior to the consummation~~following of the ~~Sale~~Chapter ~~(the~~11 ~~“Closing”)~~Cases.

~~The Asset Purchase~~Additional ~~Agreement provides the Purchaser with certain bid protections that remain subject~~information toon the ~~approval~~Chapter of11 ~~the~~Cases ~~Bankruptcy Court. In particular, if the Asset Purchase Agreement is terminated for certain reasons,~~ (including ifcopies ~~the~~of ~~Sellers~~all ~~enter~~documents ~~into~~filed ~~a definitive agreement with respect to, or consummates, an Alternative Transaction (as defined~~ in the ~~Asset~~Chapter ~~Purchase~~11 ~~Agreement~~Cases), orcan ~~if the Bankruptcy Court enters an order approving an Alternative Transaction, the Sellers may~~ be ~~required~~found toat: ~~reimburse the Purchaser for its reasonable expenses up to $400,000 and pay the Purchaser a termination fee of $100,000~~https://www.donlinrecano.com/Clients/plx/Index

~~The~~Cautionary Statements ~~Closing~~Regarding ofTrading ~~the Sale is scheduled to be held on the date of the satisfaction or waiver of the conditions set forth~~ in the ~~Asset~~Company’s ~~Purchase Agreement.~~Securities

The Company cautions ~~foregoing~~that ~~description~~trading ofin the ~~Asset~~Company’s ~~Purchase~~common ~~Agreement~~stock ~~and~~during the ~~transactions~~pendency ~~contemplated~~of ~~thereby,~~the ~~including~~Chapter ~~the~~11 ~~Sale,~~Cases ~~does~~is ~~not~~highly ~~purport~~speculative and poses substantial torisks. beTrading ~~complete~~prices ~~and~~for isthe ~~qualified~~Company’s incommon ~~its~~stock ~~entirety~~may bybear ~~reference~~little or no relationship to the ~~text~~actual recovery, if any, by holders of the ~~Asset~~Company’s ~~Purchase~~common ~~Agreement,~~stock ~~which~~in isthe ~~filed~~Chapter as11 ~~Exhibit 10~~Cases.~~1 to~~ ~~this~~Accordingly, ~~Current~~the ~~Report~~Company onurges ~~Form~~extreme ~~8-K~~caution with respect to existing and future ~~incorporated~~investments ~~herein~~in byits ~~reference~~common stock.

~~Item~~Forward-Looking ~~8.01 Other Events.~~Statements

OnThis ~~April~~Current 12Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws, ~~2023~~about the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “expect,” “may,” “will,” “could” or “believes” or the negative of these words or other similar terms or expressions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, the Company’s ~~issued~~ability ato ~~press~~continue ~~release~~ordinary course operations during the Chapter 11 Cases, the value of the Company’s common ~~announcing~~stock, the ~~entry~~potential ~~into~~sale of substantially all of the ~~Asset~~assets ~~Purchase~~of ~~Agreement~~the Debtors and the ability of holders of the Company’s common stock to receive any payment or distribution. The forward-looking statements in this Current Report on Form 8-K are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause its actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including the important factors discussed in the sections entitled “Risk Factors” of the Company’s ~~press~~Quarterly ~~release~~Report ison ~~attached~~Form ~~hereto~~10-Q asfor ~~Exhibit~~the ~~99.1~~quarter ended September 30, 2022, and in the ~~information~~Company’s other filings with the Securities and Exchange Commission. The forward-looking statements ~~set~~in ~~forth~~this ~~therein~~Current isReport ~~incorporated~~on ~~herein~~Form by8-K ~~reference~~are based upon information available to the Company as of the date of this Current Report on Form 8-K, and ~~constitutes~~while the Company believes such information forms a ~~part~~reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, ~~this~~all ~~report~~potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	10.1	Asset Purchase Agreement, dated April 12, 2023, by and among PLx Pharma Inc., PLx Opco Inc. and PLx Acquisition Company, LLC.
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

99.1 Press Release, dated April 12, 2023.

104 Cover Page Interactive Data File (the cover page XBRL tags are 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.

	PLX PHARMA INC.
Dated: April 12, 2023	By:	/s/ Natasha Giordano
Dated: April 13, 2023	By:	/s/ Natasha Giordano
		Name:	Natasha Giordano
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

	Exhibit No.	Description
	10.1	Asset Purchase Agreement, dated April 12, 2023, by and among PLx Pharma Inc., PLx Opco Inc. and PLx Acquisition Company, LLC.
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

99.1 Press Release, dated April 12, 2023.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Filing Compare · PLx Pharma Winddown Corp.