M&A - PaxMedica, Inc.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225002752

Filing Summary: On April 2, 2025, Howard J. Weisman, chairman of the Board of Directors of PaxMedica, Inc., resigned from his position, effective immediately. Additionally, directors Karen J. LaRochelle and John Coelho also resigned on the same date. These resignations are tied to the ongoing transaction as detailed in the company's previous filing on February 28, 2025, and were not due to any disagreements with the company. Mr. Weisman will retain his role as chief executive officer as PaxMedica transitions into a wholly-owned subsidiary of PRV, LLC.

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Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000149315225009548

Filing Summary: On February 28, 2025, PaxMedica, Inc. entered into a stock purchase agreement with Pax Rescue Vehicle, LLC (PRV), resulting in PRV acquiring 114,754,700 shares of common stock, representing over 90% of the Company's voting securities. This stock issuance, effective March 3, 2025, is classified as a change-in-control and was made under the exemption of Rule 506(c) of Regulation D. The board of directors approved the transaction based on the company being in a zone of insolvency, with an unimpressive market capitalization. PRV, led by Howard J. Weisman, intends to execute a short-form merger to consolidate remaining shares, leading to PaxMedica becoming a wholly-owned subsidiary of PRV and subsequently seeking to terminate its SEC registration. The lead independent director, Charles Casamento, resigned effective the Issuance Date, with an expectation of further resignations post-merger. This strategic move is targeted at maximizing asset values for creditor benefit instead of facing bankruptcy under Chapter 7 of the U.S. Bankruptcy Code.

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