Baudax Bio (BXRX) Prices 1.65M Share Direct Offering at $1.215/sh

Baudax Bio, Inc. (NASDAQ: BXRX) today announced that it has entered into a definitive agreement with certain institutional investors for the issuance and sale of 1,646,091 shares of its common stock, at a purchase price of $1.215 per share, in a registered direct offering priced at-the-market under Nasdaq rules. The Company also agreed to issue to the investors, in a concurrent private placement, unregistered warrants to purchase up to 1,646.091 shares of its common stock.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The warrants have an exercise price of $1.09 per share, will be exercisable immediately upon issuance and will expire five years from the date of issuance. The closing of the offering is expected to occur on or about May 19, 2022, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering are expected to be approximately $2.0 million before deducting placement agent fees and other offering expenses. Baudax Bio currently intends to use the net proceeds from the offering for the commercialization of ANJESO®, pipeline development activities and general corporate purposes.

The shares of common stock described above (but not the warrants or shares of common stock underlying the warrants) are being offered by the Company in a registered direct offering pursuant to an effective “shelf” registration statement on Form S-3 (Registration No. 333-253117), including an accompanying base prospectus previously filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2021 which became effective on September 2, 2021. The offering of such shares of common stock is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 1002, by phone at (212) 856-5711 or e-mail at [email protected].

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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