UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On September 3, 2024, PaxMedica, Inc., a Delaware corporation (the “Company”), entered into definitive agreements (the “Agreements”) with the holders of warrants the Company issued as part of a registered offering on or around November 20, 2023 (the “Warrants”) to immediately exercise those Warrants at a reduced exercise price of $0.20 and purchase an aggregate of 4,423,080 shares of the common stock, par value $0.0001 (the “Common Stock”) of the Company. The issuance of the Common Stock underlying the Warrants was registered pursuant to that certain registration statement on Form S-1, File No. 333-275416, which was declared effective by the U.S. Securities & Exchange Commission (the “SEC”) on November 20, 2023.
The Agreements also provided that the Company would issue new warrants (the “New Warrants”) to the same holders to purchase an aggregate of 8,846,160 shares of Common Stock at an exercise price of $0.20. The New Warrants are immediately exercisable upon issuance and have a term of five years. The New Warrants were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Agreements, the Company will file a registration statement with the SEC to register the issuance of the shares of Common Stock underlying the New Warrants.
The transactions contemplated by the Agreements closed on September 4, 2024 (the “Closing Date”). H.C. Wainwright & Co., LLC acted as exclusive placement agent (the “Placement Agent”) for these transactions. As part of the compensation agreed to by and between the Company and the Placement Agent, the Placement Agent or its designees were also issued warrants to purchase shares of Common Stock on substantially the same terms as the New Warrants. The warrants issued to the Placement Agent or its designees were issued under the same exemption from registration under the Securities Act as the New Warrants.
A press release summarizing the foregoing disclosure was issued on the Closing Date and is attached to this current report on Form 8-K as Exhibit 99.1. The foregoing descriptions of the New Warrants and the Agreements do not purport to be complete and are qualified in their entirety by reference to the complete texts of the form documents attached as exhibits hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 4.1 | Form of Common Stock Purchase Warrant | |
| 10.1 | Form of Letter Agreement re Inducment Offer to Exercise Common Stock Purchase Warrants | |
| 99.1 | Press Release dated September 3, 2024 | |
| 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: | Howard J. Weisman | |
| Title: | Chief Executive Officer | |
Date: September 6, 2024