PXMD / PaxMedica, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

PaxMedica, Inc.
US ˙ OTCPK ˙ US70424C2035

Statistiche di base
CIK 1811623
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PaxMedica, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
June 13, 2025 8-K

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): June 6, 2025 Kuvatris Therapeutic

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): June 6, 2025 Kuvatris Therapeutics, Inc. PaxMedica, Inc (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporat

June 13, 2025 EX-3.1

EX-3.1

Exhibit 3.1

June 13, 2025 15-12G

FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbe

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0167 Expires: August 31, 2027 Estimated average burden hours per response 1.

April 4, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 2, 2025 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

March 7, 2025 EX-10.1

STOCK PURCHASE AGREEMENT PAXMEDICA, INC. PRV, LLC dated as of February 28, 2025 STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT between PAXMEDICA, INC. and PRV, LLC dated as of February 28, 2025 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of February 28, 2025, is entered into between PaxMedica, Inc., a Delaware corporation (“Seller”), and PRV, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used in this Agreement have the m

March 7, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 28, 2025 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

February 14, 2025 EX-99.1

JOINT FILING APPLICATION

Exhibit 99.1 JOINT FILING APPLICATION The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of PaxMedica, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. February 14, 2025 LIND GLOBAL FUND II LP By: Lind Global Partners II LLC i

February 6, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 31, 2025 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

November 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of PaxMedica, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

November 14, 2024 SC 13G/A

PXMD / PaxMedica, Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PaxMedica, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70424C203 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC File Number: 1-41475 NOTIFICATION OF LATE FILING CUSIP Number: 70424C 10 4 (Check one) Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☒ Form 10-D ☐ Form N-CEN ☐ Form N-CSR ☐ For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 10, 2024 CORRESP

October 10, 2024

October 10, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

October 3, 2024 EX-FILING FEES

Calculation of Filing Fee.*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) PAXMEDICA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price per Share (2) Maximum Aggregate Offering Price Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.000

October 3, 2024 S-1

As filed with the U.S. Securities and Exchange Commission on October 3, 2024.

As filed with the U.S. Securities and Exchange Commission on October 3, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 85-0870387 (State or other jurisdiction of (Primary Standard Industrial (I.R.S

September 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PAXMEDICA, INC. (Exact name of regist

September 6, 2024 EX-99.1

PaxMedica Secures Immediate Exercise of Warrants

Exhibit 99.1 PaxMedica Secures Immediate Exercise of Warrants TARRYTOWN, NY / ACCESSWIRE / September 3, 2024 / PaxMedica, Inc. (OTC PINK:PXMD), a clinical-stage biopharmaceutical company dedicated to advancing treatments for neurological disorders, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 4,423

September 6, 2024 EX-4.1

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

September 6, 2024 EX-10.1

Form of Letter Agreement re Inducement Offer to Exercise Common Stock Purchase Warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 6, 2024).

Exhibit 10.1 PAXMEDICA, Inc. September 3, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: PaxMedica, Inc., a Delaware corporation (the “Company”), is pleased to offer to you (“Holder”, “you” or similar terminology): (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.00

September 6, 2024 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 3, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC File Number: 1-41475 NOTIFICATION OF LATE FILING CUSIP Number: 70424C 10 4 (Check one) Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☒ Form 10-D ☐ Form N-CEN ☐ Form N-CSR ☐ For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 19, 2024 8-K

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): July 16, 2024 PaxMedica, Inc. (Ex

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): July 16, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

June 14, 2024 8-K

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): June 10, 2024 PaxMedica, Inc. (Ex

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): June 10, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

May 28, 2024 8-K

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): May 23, 2024 PaxMedica, Inc. (Exa

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): May 23, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numbe

May 15, 2024 8-K

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): May 15, 2024 PaxMedica, Inc. (Exa

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): May 15, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numbe

May 15, 2024 EX-99.1

PaxMedica Files Nasdaq Delisting Appeal Notice and Prepares for Upcoming FDA Meeting on PAX-101

Exhibit 99.1 PaxMedica Files Nasdaq Delisting Appeal Notice and Prepares for Upcoming FDA Meeting on PAX-101 TARRYTOWN, NY / ACCESSWIRE / May 15, 2024 / PaxMedica, Inc. (the “Company” or “PaxMedica”)(OTC:PXMD), a biopharmaceutical company dedicated to advancing treatments for neurological disorders, today announced it has timely filed a formal notice of appeal with the Nasdaq Office of Appeals and

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PAXMEDICA, INC. (Exact name of regis

May 1, 2024 8-K

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 30, 2024 PaxMedica, Inc. (E

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 30, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

April 23, 2024 EX-99.1

PaxMedica Responds to Emergency Request for IV Suramin and Commits to Provide Immediate Access to PAX-101

Exhibit 99.1 PaxMedica Responds to Emergency Request for IV Suramin and Commits to Provide Immediate Access to PAX-101 TARRYTOWN, NY / ACCESSWIRE / April 23, 2024 /, PaxMedica Inc. (Nasdaq: PXMD) (the “Company”), a leading biopharmaceutical company dedicated to advancing treatments for neurological disorders, expects to take immediate action in response to an urgent request for IV suramin from the

April 23, 2024 8-K

Financial Statements and Exhibits, Other Events

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 23, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

April 16, 2024 EX-99.1

PaxMedica Receives Emergency Request for IV Suramin from African Health Ministry for Use in Treating Fatal Sleeping Sickness

Exhibit 99.1 PaxMedica Receives Emergency Request for IV Suramin from African Health Ministry for Use in Treating Fatal Sleeping Sickness · Emergent shortages of the drug used to treat the most severe form of African sleeping sickness creates immediate need for direct access to the global drug market for affected nations · As previously reported, PaxMedica recently executed final registration and

April 16, 2024 8-K

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 16, 2024 PaxMedica, Inc. (E

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 16, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

April 15, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 11, 2024 8-K

Financial Statements and Exhibits, Other Events

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 11, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

April 11, 2024 EX-99.1

PaxMedica Achieves Key Milestone in the Development of PAX-101 And Provides Update on Potential NDA Submission

Exhibit 99.1 PaxMedica Achieves Key Milestone in the Development of PAX-101 And Provides Update on Potential NDA Submission TARRYTOWN, NY / ACCESSWIRE / April 11, 2024 / PaxMedica, Inc. (NASDAQ:PXMD), a biopharmaceutical company focused on advancing treatments for neurological disorders, today announced the completed execution of its three pivotal registration/validation batches of PAX-101, a IV f

April 3, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 22, 2024 EX-3.1

First Amendment to the Amended and Restated Bylaws of PaxMedica, Inc., dated March 21, 2024

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF PAXMEDICA, INC. The Amended and Restated Bylaws of PaxMedica, Inc. are hereby amended, effective March 21, 2024, to amend Section 1.6 of Article I: Section 1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of at least 33.4% in voting power of the shares of the capital stoc

March 22, 2024 8-K

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): March 21, 2024 PaxMedica, Inc. (E

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): March 21, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

March 13, 2024 EX-99.1

PXMD Investor Presentation February 2024 © 2024. PaxMedica, Inc. Proprietary Information. All rights reserved. v3

Exhibit 99.1 PXMD Investor Presentation February 2024 © 2024. PaxMedica, Inc. Proprietary Information. All rights reserved. v3 © 2024. PaxMedica, Inc. Proprietary Information. All rights reserved. v3 2 Forward - Looking Statements This Presentation contains "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our business, operations

March 13, 2024 8-K

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): March 13, 2024 PaxMedica, Inc. (E

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): March 13, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

March 11, 2024 EX-97

Form of Clawback Policy

Exhibit 97 PAXMEDICA, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of PaxMedica, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is designed to comply

March 11, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41475 PAXMEDICA, INC

March 11, 2024 EX-4.1

Description of the Registrant’s Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of our annual report on Form 10-K of which this Exhibit is a part, our only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is our common stock, par value $0.0001 per share. As used below, the terms “PaxMe

March 11, 2024 EX-10.25

Research Collaboration Agreement, dated as of June 7, 2023, by and between the Company and PoloMar Health

Exhibit 10.25 DATA SHARING AGREEMENT This Data Sharing Agreement (the "Agreement") is entered into between Polomar Health ("PoloMar") and PaxMedica, Inc. ("PaxMedica") on this day of , 2023. WHEREAS, PaxMedica owns a patent filing related to the potential use of emodin/piperine in the treatment of neurodevelopment conditions and desires to collaborate with PoloMar on PoloMar's planned clinical tri

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of PaxMedica, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

February 13, 2024 SC 13G/A

US70424C2035 / PAXMEDICA INC / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PaxMedica, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70424C203 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

January 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 24, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

January 12, 2024 8-K

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): January 12, 2024 PaxMedica, Inc.

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): January 12, 2024 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

December 21, 2023 8-K

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): December 20, 2023 PaxMedica, Inc.

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): December 20, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 30, 2023 8-K

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): November 29, 2023 PaxMedica, Inc.

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): November 29, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 29, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of PaxMedica, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

November 29, 2023 8-K

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): November 29, 2023 PaxMedica, Inc.

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): November 29, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 29, 2023 SC 13G

PXMD / PaxMedica Inc / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PaxMedica, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70424C104 (CUSIP Number) November 22, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

November 22, 2023 EX-99.1

PaxMedica Announces Pricing of $7.0 Million Public Offering

Exhibit 99.1 PaxMedica Announces Pricing of $7.0 Million Public Offering TARRYTOWN, New York, Nov. 20, 2023 (ACCESSWIRE) PaxMedica, Inc. (NASDAQ: PXMD) (“PaxMedica” or the “Company”), a biopharmaceutical company focused on advancing treatments for neurological disorders, today announced the pricing of its public offering of an aggregate of 5,384,615 shares of its common stock (or common stock equi

November 22, 2023 8-K

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): November 20, 2023 PaxMedica, Inc.

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): November 20, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 21, 2023 424B4

2,237,304 Shares of Common Stock 5,384,615 Warrants to Purchase Shares of Common Stock 3,147,311 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase 215,385 Shares of Common Stock 8,747,311 Shares of Common Sto

Filed Pursuant to Rule 424(b)(4) Registration No. 333-275416 PROSPECTUS 2,237,304 Shares of Common Stock 5,384,615 Warrants to Purchase Shares of Common Stock 3,147,311 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase 215,385 Shares of Common Stock 8,747,311 Shares of Common Stock Underlying the Warrants, Pre-Funded Warrants and Placement Agent Warrants W

November 16, 2023 EX-99.1

PaxMedica, Inc. Announces Third Quarter 2023 Financial Results and Business Update

Exhibit 99.1 PaxMedica, Inc. Announces Third Quarter 2023 Financial Results and Business Update TARRYTOWN, NY, Nov 15, 2023 (Accesswire) — PaxMedica, Inc. (Nasdaq: PXMD), a biopharmaceutical company focused on advancing treatments for neurological disorders, announced today a comprehensive business update along with its financial results for the third quarter ended September 30, 2023. Key Updates

November 16, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on November 16, 2023.

As filed with the U.S. Securities and Exchange Commission on November 16, 2023. Registration No. 333-275416 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 85-0870387 (State or other jurisdiction of (Primary

November 16, 2023 8-K

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): November 14, 2023 PaxMedica, Inc.

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): November 14, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 16, 2023 CORRESP

November 16, 2023

November 16, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

November 16, 2023 EX-FILING FEES

Calculation of Filing Fee.*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PaxMedica, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee

November 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PAXMEDICA, INC. (Exact name of r

November 15, 2023 8-K

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): November 14, 2023 PaxMedica, Inc.

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): November 14, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC File Number: 1-41475 NOTIFICATION OF LATE FILING CUSIP Number: 70424C 10 4 (Check one) Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q x Form 10-D ¨ Form N-CEN ¨ Form N-CSR ¨ For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 13, 2023 CORRESP

November 13, 2023

November 13, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

November 9, 2023 EX-FILING FEES

Calculation of Filing Fee.*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PaxMedica, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee

November 9, 2023 EX-4.9

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed on November 9, 2023).

Exhibit 4.9 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT paxmedica, inc. Warrant Shares: [] Issue Date: [], 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockhol

November 9, 2023 CORRESP

November 9, 2023

November 9, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

November 9, 2023 EX-10.25

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on November 9, 2023).

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between PaxMedica, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

November 9, 2023 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

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): November 9, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

November 9, 2023 S-1

As filed with the U.S. Securities and Exchange Commission on November 9, 2023.

As filed with the U.S. Securities and Exchange Commission on November 9, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 85-0870387 (State or other jurisdiction of (Primary Standard Industrial (I.R.

November 9, 2023 EX-4.8

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 filed on November 9, 2023).

Exhibit 4.8 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC. Warrant Shares: [] Initial Exercise Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her

November 9, 2023 EX-10.23

Employment Agreement, dated as of August 16, 2023, between the Company and David W. Hough (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed on November 9, 2023).

  Exhibit 10.23   PAXMEDICA, INC.   EMPLOYMENT AGREEMENT   EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 16, 2023, between Paxmedica, Inc., a Delaware corporation (the “Company”), and David Hough, MD (the “Executive”).   W I T N E S S E T H   WHEREAS, the Company desires to employ the Executive as the Chief Medical Officer of the Company; and   WHEREAS, the Company and the Executive d

November 9, 2023 EX-4.7

Form of Common Stock Purchase Warrant.*

Exhibit 4.7 COMMON STOCK PURCHASE WARRANT paxmedica, inc. Warrant Shares: [] Issue Date: [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initia

October 30, 2023 8-K

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): October 30, 2023 PaxMedica, Inc.

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): October 30, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

October 30, 2023 EX-3.1

Amendment to Certificate of Incorporation of PaxMedica, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 30, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. PaxMedica, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: Effective upon the filing of this amendment (the “Effective Time”) to the Corporation’s Certificate of Incorporation

September 27, 2023 8-K

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): September 26, 2023 PaxMedica, Inc

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): September 26, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

September 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

September 6, 2023 EX-10.1

Letter Agreement, by and between PaxMedica, Inc. and Lind Global Fund II LP, dated September 5, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 6, 2023).

Exhibit 10.1 PAXMEDICA, INC. 303 South Broadway, Suite 125 Tarrytown, New York September 5th, 2023 Lind Global Fund II LP c/o The Lind Partners LLC 444 Madison Avenue, Floor 41 New York, NY 10022 Ladies and Gentlemen: This waiver letter agreement (this “Waiver Letter”), to the convertible promissory note, dated as of February 6, 2023 (the “Note”), by and between PaxMedica, Inc., a Delaware corpora

September 6, 2023 8-K

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): September 5, 2023 PaxMedica, Inc.

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): September 5, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

September 1, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

August 17, 2023 8-K

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): August 16, 2023 PaxMedica, Inc. (

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): August 16, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Nu

August 16, 2023 EX-99.1

PaxMedica Appoints David Hough M.D. as Chief Medical Officer Announces Additional Management Changes; Independent Directors Now Majority of Board

Exhibit 99.1 PaxMedica Appoints David Hough M.D. as Chief Medical Officer Announces Additional Management Changes; Independent Directors Now Majority of Board TARRYTOWN, NY, August 16, 2023 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (APT) for the treatment of Autism Spectrum Disorder (ASD) and oth

August 16, 2023 8-K

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): August 16, 2023 PaxMedica, Inc. (

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): August 16, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Nu

August 10, 2023 DRSLTR

August 10, 2023

Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

August 10, 2023 DRS

As confidentially submitted with the U.S. Securities and Exchange Commission on August 10, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly con

As confidentially submitted with the U.S. Securities and Exchange Commission on August 10, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PAXMEDICA, INC. (Exact name of regist

August 9, 2023 8-K

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): August 9, 2023 PaxMedica, Inc. (E

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): August 9, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

August 9, 2023 EX-99.1

PaxMedica, Inc. Announces Second Quarter 2023 Financial Results and Business Update

Exhibit 99.1 PaxMedica, Inc. Announces Second Quarter 2023 Financial Results and Business Update TARRYTOWN, NY, August 9, 2023– PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (“APT”) for the treatment of disorders with intractable neurologic symptoms, today provided a business update and reported financ

August 9, 2023 EX-10.1

Specialty Benefit Manager Agreement, effective as of June 30, 2023, by and between PaxMedica, Inc. and Vox Nova, LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023).‡

EXHIBIT 10.1 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. SPECIALTY BENEFIT MANAGER AGREEMENT This Agreement, effective as of June 30th, 2023 (herein called the “Effective Date”), by and between VOX NOVA, LLC (an Ohio limited liability company), which with its successors and assigns is herein called

August 4, 2023 8-K

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): August 2, 2023 PaxMedica, Inc. (E

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): August 2, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

July 24, 2023 EX-99.1

PaxMedica Announces Positive Top Line Results from the PAX-101 (intravenous suramin) Phase 3 African Sleeping Sickness Study, PAX-HAT-301 -  The study’s primary endpoint was reached and demonstrated statistically significant and clinically meaningful

Exhibit 99.1 PaxMedica Announces Positive Top Line Results from the PAX-101 (intravenous suramin) Phase 3 African Sleeping Sickness Study, PAX-HAT-301 -  The study’s primary endpoint was reached and demonstrated statistically significant and clinically meaningful results -  These results pave the way for filing an NDA for the use of PAX-101 (intravenous suramin) for the treatment of African Sleepi

July 24, 2023 8-K

Financial Statements and Exhibits, Other Events

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): July 24, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

July 6, 2023 EX-99.1

PaxMedica Grants Exclusive Pharmacy Distribution Rights for PAX-101 to Vox Nova, LLC

Exhibit 99.1 PaxMedica Grants Exclusive Pharmacy Distribution Rights for PAX-101 to Vox Nova, LLC · Agreement for PAX-101 (suramin IV) Distribution in the U.S. for up to 7 years · VoxNova will be responsible for physician registration, safety monitoring and reimbursement for treatment, as well as Additional offerings for People diagnosed with Autism and their Families TARRYTOWN, NY and HUDSON, OH

July 6, 2023 8-K

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): June 30, 2023 PaxMedica, Inc. (Ex

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): June 30, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

June 16, 2023 8-K

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): June 12, 2023 PaxMedica, Inc. (Ex

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): June 12, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numb

June 8, 2023 EX-99.1

PaxMedica Enters Research Collaboration Agreement with PoloMar Health for Phase II Study in Autism Spectrum Disorder

Exhibit 99.1 PaxMedica Enters Research Collaboration Agreement with PoloMar Health for Phase II Study in Autism Spectrum Disorder Collaboration Will Investigate a Next Generation Orally Delivered Anti-Purinergic Compound Proof-of-Concept Study Based on one of PaxMedica’s Proprietary Pipeline Candidates TARRYTOWN, NY, June 08, 2023 – PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutica

June 8, 2023 8-K

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): June 8, 2023 PaxMedica, Inc. (Exa

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): June 8, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numbe

June 2, 2023 EX-99.1

PaxMedica Completes HAT-301 Registrational Trial for PAX-101 · HAT-301 is the Pivotal Efficacy Study to Support Upcoming NDA Filing · Top Line Results Planned for Release in July 2023

Exhibit 99.1 PaxMedica Completes HAT-301 Registrational Trial for PAX-101 · HAT-301 is the Pivotal Efficacy Study to Support Upcoming NDA Filing · Top Line Results Planned for Release in July 2023 Tarrytown, N.Y. June 1, 2023 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (APT) for the treatment of Au

June 2, 2023 8-K

Financial Statements and Exhibits, Other Events

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): June 1, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numbe

May 15, 2023 EX-99.1

PaxMedica, Inc. Provides First Quarter 2023 Business Update; Phase 3 HAT-301 Top Line Results Expected in Second Half 2023

Exhibit 99.1 PaxMedica, Inc. Provides First Quarter 2023 Business Update; Phase 3 HAT-301 Top Line Results Expected in Second Half 2023 Tarrytown, N.Y. May 15, 2023 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (“APT”) for the treatment of disorders with intractable neurologic symptoms, today provide

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PAXMEDICA, INC. (Exact name of regis

May 15, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Numbe

May 11, 2023 424B3

Up to 3,391,549 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271623 Up to 3,391,549 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 3,391,549 shares of our common stock by the selling stockholder, Lind Global Fund II LP (“Lind” or the “selling stockholder”). These 3,391,549 shares consist of: (a) up to 2,591,549 shares of common stock (the “Convertible Note Share

May 8, 2023 CORRESP

May 8, 2023

May 8, 2023 Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

May 4, 2023 EX-FILING FEES

Calculation of Filing Fee.*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) PAXMEDICA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee

May 4, 2023 S-1

As filed with the Securities and Exchange Commission on May 3, 2023.

As filed with the Securities and Exchange Commission on May 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0870387 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of

April 28, 2023 8-K

Submission of Matters to a Vote of Security Holders

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 26, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

April 24, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

April 7, 2023 424B3

Up to 13,102,199 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268882 PROSPECTUS Up to 13,102,199 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 13,102,199 shares of our common stock by the selling stockholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “selling stockholder”). The shares of common stock being offered by the selling stockholder have been

April 6, 2023 DEF 14A

Schedule 14A for the 2023 Annual Meeting, filed with the Commission on April 6, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

April 5, 2023 S-8

As filed with the Securities and Exchange Commission on April 4, 2023

As filed with the Securities and Exchange Commission on April 4, 2023 Registration No.

April 5, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PaxMedica, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value

April 5, 2023 POS AM

As filed with the Securities and Exchange Commission on April 4, 2023.

As filed with the Securities and Exchange Commission on April 4, 2023. Registration No. 333-268882 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0870387 (State or Other Jurisdiction of Inco

March 31, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 30, 2023 EX-99.1

PaxMedica, Inc. Provides Business Update and Reports Fourth Quarter 2022 Financial Results -Phase 3 Results for HAT-301 Retrospective Trial Expected in Second Half 2023-

Exhibit 99.1 PaxMedica, Inc. Provides Business Update and Reports Fourth Quarter 2022 Financial Results -Phase 3 Results for HAT-301 Retrospective Trial Expected in Second Half 2023- Fourth Quarter 2022 Highlights · Initiated Phase 3 Clinical Program to Advance PAX-101 Towards FDA Submission · Appointed Stefan Schwabe MD, PhD as Chief Medical Officer · Appointed Specialty Pharma Industry Leader Ch

March 30, 2023 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of our annual report on Form 10-K of which this Exhibit is a part, our only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is our common stock, par value $0.0001 per share. As used below, the terms “PaxMe

March 30, 2023 8-K

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): March 29, 2023 PaxMedica, Inc. (E

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): March 29, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Num

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41475 PAXMEDICA, INC

February 15, 2023 EX-99.1

PaxMedica Releases 2022 Shareholder Letter Company Anticipates Multiple Milestones in Next 12-24 Months

Exhibit 99.1 PaxMedica Releases 2022 Shareholder Letter Company Anticipates Multiple Milestones in Next 12-24 Months Tarrytown, NY, February 15, 2023 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (“APT”) for the treatment of disorders with intractable neurologic symptoms, today released a 2022 shareh

February 15, 2023 424B3

Up to 13,102,199 Shares of Common Stock

424B3 1 tm236864d2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268882 Prospectus Supplement No. 3 (To Prospectus dated December 27, 2022) Up to 13,102,199 Shares of Common Stock This prospectus supplement no.3 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 27, 2022 (as supplemented or amended from time to time, the “Prospectus”) which f

February 15, 2023 8-K

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): February 15, 2023 PaxMedica, Inc.

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): February 15, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

February 7, 2023 EX-10.1

Securities Purchase Agreement between PaxMedica, Inc. and Lind Global Fund II LP, dated February 2, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 7, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 2, 2023, by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). BACKGROUND A. The board of directors (the “B

February 7, 2023 424B3

Up to 13,102,199 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268882 Prospectus Supplement No. 2 (To Prospectus dated December 27, 2022) Up to 13,102,199 Shares of Common Stock This prospectus supplement no.2 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 27, 2022 (as supplemented or amended from time to time, the “Prospectus”) which forms a part of our Registration St

February 7, 2023 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 2, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

February 7, 2023 EX-4.1

Senior Secured Convertible Promissory Note, dated February 6, 2023, issued by PaxMedica, Inc. to Lind Global Fund II LP (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 7, 2023).

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

February 7, 2023 EX-10.2

Security Agreement between PaxMedica, Inc. and Lind Global Fund II LP, dated February 6, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 7, 2023).

Exhibit 10.2 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of February 6, 2023, by and between PAXMEDICA, INC., a Delaware corporation (the "Company") and LIND GLOBAL FUND II LP, a Delaware limited partnership (the "Secured Party"). WHEREAS, the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the date hereof (as amende

February 7, 2023 EX-4.2

Warrant, dated February 6, 2023, issued by PaxMedica, Inc. to Lind Global Fund II LP (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2023).

EX-4.2 3 tm235393d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER T

January 6, 2023 EX-10.1

Employment Agreement, dated as of January 1, 2023, between the Company and Howard J. Weisman (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 6, 2023).†

EX-10.1 2 tm232372d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PAXMEDICA, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 1, 2023 (the “Effective Date”), between Paxmedica, Inc., a Delaware corporation (the “Company”), and Howard J. Weisman (the “Executive”). W I T N E S S E T H WHEREAS, the Company desires to employ the Executive as the Chief Executive Officer of t

January 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 1, 2023 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Nu

January 6, 2023 424B3

Up to 13,102,199 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268882 Prospectus Supplement No. 1 (To Prospectus dated December 27, 2022) Up to 13,102,199 Shares of Common Stock This prospectus supplement no.1 (this ?Prospectus Supplement?) amends and supplements the prospectus dated December 27, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registration St

December 27, 2022 424B3

Up to 13,102,199 Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-268882? PROSPECTUS Up to 13,102,199 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 13,102,199 shares of our common stock by the selling stockholder, Lincoln Park Capital Fund, LLC (?Lincoln Park? or the ?selling stockholder?). The shares of common stock being offered by the selling

December 22, 2022 CORRESP

December 22, 2022

CORRESP 1 filename1.htm December 22, 2022 Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: PaxMedica, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-268882 Dear Mr. Howes, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “

December 19, 2022 EX-FILING FEES

Calculation of Filing Fee.*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) PAXMEDICA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee

December 19, 2022 S-1

As filed with the Securities and Exchange Commission on December 19, 2022.

Table of Contents As filed with the Securities and Exchange Commission on December 19, 2022.

December 19, 2022 8-K

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): December 19, 2022 PaxMedica, Inc.

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): December 19, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

December 19, 2022 EX-99.1

© 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Addressing Urgent Needs In Serious Neurologic Disorders Nasdaq: PXMD December 2022

EX-99.1 2 tm2232992d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 © 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Addressing Urgent Needs In Serious Neurologic Disorders Nasdaq: PXMD December 2022 2 © 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Cautionary Note on Forward - Looking Statements and Disclaimers This Presentation contains "forward - looking stateme

December 9, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): December 6, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

November 21, 2022 EX-10.2

Registration Rights Agreement, dated as of November 17, 2022, by and between the Company and Lincoln Park (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 21, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2022, is entered into by and between PAXMEDICA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise define

November 21, 2022 EX-99.1

PaxMedica, Inc. Enters into Committed Equity Investment Agreement for up to $20 Million with Lincoln Park Capital -Agreement Provides Flexible Funding on Path to NDA Submission for PAX-101-

Exhibit 99.1 PaxMedica, Inc. Enters into Committed Equity Investment Agreement for up to $20 Million with Lincoln Park Capital -Agreement Provides Flexible Funding on Path to NDA Submission for PAX-101- Tarrytown, N.Y. November 17, 2022 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of novel anti-purinergic drug therapies (“APT”) for the tr

November 21, 2022 8-K

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): November 17, 2022 PaxMedica, Inc.

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): November 17, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File

November 21, 2022 EX-10.3

Employment Agreement, dated as of November 19, 2022, between the Company and Stephen D. Sheldon (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 21, 2022).†

Exhibit 10.3 PAXMEDICA, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 19, 2022, between Paxmedica, Inc., a Delaware corporation (the “Company”), and Stephen D. Sheldon (the “Executive”). W I T N E S S E T H WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer of the Company; and WHEREAS, the Company and the Executive desire to

November 21, 2022 EX-10.1

Purchase Agreement, dated as of November 17, 2022, by and between the Company and Lincoln Park (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 21, 2022).

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement"), dated as of November 17, 2022, is made by and between PAXMEDICA, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor"). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 8, 2022 EX-99.1

PaxMedica Initiates Clinical Program to Advance PAX-101 towards FDA Submission Final Study Results are Expected in First Half of 2023

Exhibit 99.1 PaxMedica Initiates Clinical Program to Advance PAX-101 towards FDA Submission Final Study Results are Expected in First Half of 2023 TARRYTOWN, NY, November 8, 2022 - PaxMedica, Inc. (Nasdaq: PXMD), a clinical stage biopharmaceutical company focusing on the development of anti-purinergic drug therapies for the treatment of disorders with intractable neurologic symptoms, today announc

November 8, 2022 8-K

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): November 8, 2022 PaxMedica, Inc.

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): November 8, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

October 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 12, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File N

October 12, 2022 EX-99.1

© 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Addressing Urgent Needs In Serious Neurologic Disorders Nasdaq: PXMD October 2022

Exhibit 99.1 ? 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Addressing Urgent Needs In Serious Neurologic Disorders Nasdaq: PXMD October 2022 2 ? 2022. PaxMedica , Inc. Proprietary Information. All rights reserved Cautionary Note on Forward - Looking Statements and Disclaimers This Presentation contains "forward - looking statements" within the meaning of the Private Securit

October 3, 2022 EX-99.1

Founder of several public life sciences companies including Questcor, Osteologix and Indevus, Casamento will serve as an Independent Director

EX-99.1 2 tm2227287d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PaxMedica Appoints Specialty Pharma Industry Leader Charles J. Casamento to Its Board of Directors October 03, 2022 08:00 ET | Source: PaxMedica, Inc. Founder of several public life sciences companies including Questcor, Osteologix and Indevus, Casamento will serve as an Independent Director TARRYTOWN, NY, Oct. 03, 2022 (GLOBE NEWSWIRE) - v

October 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 1, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Nu

September 30, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 26, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition

September 9, 2022 SC 13D

PXMD / PaxMedica Inc / TardiMed Sciences LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) PAXMEDICA, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 70424C104 (CUSIP Number) TardiMed Sciences, LLC 303 South Broadway, Suite 125 Tarrytown, NY 10591 Attn: Michael Derby Telephone: (201) 645-4765 (Name, Address an

September 9, 2022 SC 13G

PXMD / PaxMedica Inc / Blue Cane Partners, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PAXMEDICA, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70424C104 (CUSIP Number) August 25, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

September 9, 2022 EX-99.1

Joint Filing Agreement, dated September 9, 2022, between the Reporting Persons.

Exhibit 1 JOINT FILING AGREEMENT This Agreement will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of PaxMedica, Inc.

September 9, 2022 EX-99.1

Joint Filing Agreement between the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT This Agreement will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of PaxMedica, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons an

August 31, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PaxMedica, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value

August 31, 2022 S-8

As filed with the Securities and Exchange Commission on August 31, 2022

As filed with the Securities and Exchange Commission on August 31, 2022 Registration No.

August 30, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 25, 2022 PaxMedica, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41475 85-0870387 (State or other jurisdiction of incorporation) (Commission File Nu

August 30, 2022 EX-3.2

Amended and Restated Bylaws of PaxMedica, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on August 30, 2022).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PAXMEDICA, INC. (as amended through August 30, 2022) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the "Board") of PaxMedica, Inc. (the "Corporation"), the Chairman of the Board or the Chief Executive Officer or, if not so de

August 30, 2022 EX-3.1

Amendment to Certificate of Incorporation of PaxMedica, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 30, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. PaxMedica, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended from time to time (the ?DGCL?), does hereby certify as follows: 1. The date on which the original Certificate of Incorporation of the Corporation

August 30, 2022 EX-1.1

Underwriting Agreement, dated August 25, 2022, by and among PaxMedica Inc., Craft Capital Management LLC and R.F. Lafferty & Co., Inc.

Exhibit 1.1 UNDERWRITING AGREEMENT August 25, 2022 Craft Capital Management LLC 377 Oak Street, Suite 402 Garden City, NY 11530 R.F. Lafferty & Co., Inc. 40 Wall Street, 19th Floor New York, NY 10005 As Representatives of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, PaxMedica, Inc., a Delaware corporation (the ?Company?), hereby confirms its a

August 30, 2022 EX-4.1

Form of Representatives’ Warrant.

Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST 30, 2022 (THE “EFF

August 29, 2022 424B4

1,545,454 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-239676? 1,545,454 Shares Common Stock This is the initial public offering of PaxMedica, Inc. We are offering 1,545,454 shares of our common stock in this offering. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share of our common stock is $5.25 per share.

August 11, 2022 CORRESP

Via Edgar Submission Only

CORRESP 1 filename1.htm Via Edgar Submission Only August 11, 2022 Attn: Joshua Gorsky; Christine Westbrook; Tracey Houser & Sasha Parikh United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: PaxMedica, Inc. Registration Statement on Form S-1 File No. 333-239676 Ladies and Gentlemen: Pursuant to Rule 461

August 11, 2022 CORRESP

August 11, 2022

August 11, 2022 Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

August 10, 2022 8-A12B

Form 8-A (File No. 001-41475), filed with the Commission on August 10, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PAXMEDICA, INC. (Exact name of registrant as specified in its charter) Delaware 85-0870387 (State of incorporation or organization) (IRS Employer Identification No.) 303 South Broadway, Suite 125 T

August 10, 2022 S-1/A

As filed with the Securities and Exchange Commission on August 9, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 9, 2022.

August 8, 2022 EX-10.19

Warrant Exchange Agreement, dated as of August 3, 2022, by and between the Registrant and Blue Cane Partners, LLC*

Exhibit 10.19 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into effective as of August 3, 2022, by and between PAXMEDICA, INC., a Delaware corporation (the ?Company?) and BLUE CANE PARTNERS, LLC, a Delaware limited liability company (the ?Holder?). W I T N E S S E T H : WHEREAS, the Holder is the holder of two (2) common stock purchase warrants issued by the Co

August 8, 2022 EX-10.2

PaxMedica, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).†

Exhibit 10.2 PAXMEDICA, INC. AMENDED AND RESTATED 2020 OMNIBUS EQUITY INCENTIVE PLAN 1. Establishment and Purpose 1.1 The purpose of the PaxMedica, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan (the ?Plan?) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involveme

August 8, 2022 EX-10.13

Form of Restricted Stock Unit Grant Agreement under the Amended and Restated 2020 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).†

Exhibit 10.13 RESTRICTED STOCK UNIT GRANT AGREEMENT PAXMEDICA, INC. This Restricted Stock Unit Grant Agreement (this ?Agreement?) is between PaxMedica, Inc., a Delaware corporation (the ?Company?), and Howard J. Weisman (the ?Grantee?) and is effective as of [?] (the ?Grant Date?). RECITALS WHEREAS, the Company maintains the PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan (as it may be amended

August 8, 2022 EX-3.3

Certificate of Designations, Preferences and Rights of Series X Convertible Preferred Stock of PaxMedica, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 10 to Form S-1 filed on August 8, 2022).

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS of SERIES X CONVERTIBLE PREFERRED STOCK OF PAXMEDICA, INC. PAXMEDICA, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation? or ?Company?), hereby certifies that the Board of Directors of the Corporation (the ?Board of Directors? or the ?Board?), pursuant to authority of the Board of Dire

August 8, 2022 EX-4.4

Form of 2020 Warrant (incorporated by reference to Exhibit 4.4 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGL Y, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

August 8, 2022 EX-3.1

Certificate of Incorporation of PaxMedica, Inc., as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 10 to Form S-1 filed on August 8, 2022).

Exhibit 3.1 PAXMEDICA, INC. CERTIFICATE OF INCORPORATION ARTICLE I: NAME. The name of this corporation is PaxMedica, Inc. (the ?Corporation?). ARTICLE II: REGISTERED OFFICE. The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, city of Wilmington, county of New Castle, Delaware 19808. The name of its registered agen

August 8, 2022 EX-10.18

Form of Series Seed Exchange Agreement*

Exhibit 10.18 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into effective as of [?], by and between PAXMEDICA, INC., a Delaware corporation (the ?Company?) and [?] (the ?Holder?). W I T N E S S E T H : WHEREAS, the Holder is the holder of [?] shares of preferred stock of the Company (the ?Holder Preferred?); WHEREAS, the Holder is willing to accept the Securiti

August 8, 2022 S-1/A

Power of Attorney (included on signature page)***

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 8, 2022.

August 8, 2022 EX-10.17

Consulting Agreement between PaxMedica, Inc. and Stephen D. Sheldon, dated July 16, 2022*

Exhibit 10.17 CONSULTING SERVICES AGREEMENT Between PaxMedica, Inc. and Stephen Douglas Sheldon This Consulting Services Agreement (this ?Agreement?) is made and entered into as of the 16th day of July, 2022 (?Effective Date?), by and between PaxMedica, Inc, located at 303 So. Broadway, Suite 123, Tarrytown, NY 10591 (?COMPANY?), and Stephen Douglas Sheldon, (?CONSULTANT?) with an address at 2 Rev

August 8, 2022 CORRESP

* * *

August 8, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

August 8, 2022 EX-10.20

Form of Convertible Note Conversion Agreement*

Exhibit 10.20 AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON [?] THIS AMENDMENT #1 to the Note (as defined below) (the ?Amendment?) is entered into as of [?] (the ?Effective Date?), by and between PaxMedica, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Holder?) (collectively the ?Parties?). BACKGROUND A.?????The Company and Holder are the parties to that certain senior secured promis

August 8, 2022 EX-10.21

Convertible Note Conversion Agreement with Blue Cane, dated as of August 4, 2022, by and between the Registrant and Blue Cane Partners, LLC*

EX-10.21 15 tm2135343d10ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 AMENDMENT #3 TO THE PROMISSORY NOTE ISSUED ON APRIL 25, 2022 THIS AMENDMENT #3 to the Note (as defined below) (the “Amendment”) is entered into as of August 4, 2022 (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and BLUE CANE PARTNERS, LLC, a Delaware limited liability company (the “Hol

August 8, 2022 EX-FILING FEES

Calculation of Filing Fee*

EX-FILING FEES 17 tm2135343d10ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) PAXMEDICA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered Proposed Maximum Offering Price Per S

August 8, 2022 EX-1.1

Form of Lock-Up Agreement (included as Exhibit B to the form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement and incorporated herein by reference).

Exhibit 1.1 UNDERWRITING AGREEMENT [DATE] Craft Capital Management LLC 377 Oak Street, Suite 402 Garden City, NY 11530 R.F. Lafferty & Co., Inc. 40 Wall Street, 19th Floor New York, NY 10005 As Representatives of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, PaxMedica, Inc., a Delaware corporation (the ?Company?), hereby confirms its agreement

August 8, 2022 EX-4.3

Form of Representative Warrant (incorporated by reference to Exhibit 4.3 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [?], 20[?] (THE ?EFFECTIV

August 8, 2022 EX-3.2

Amendment to Certificate of Incorporation of PaxMedica, Inc., to be effective upon completion of this offering*

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. PaxMedica, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended from time to time (the ?DGCL?), does hereby certify as follows: 1. The date on which the original Certificate of Incorporation of the Corporation

July 19, 2022 EX-10.14

Amendment to Rent and Administrative Services Agreement between PaxMedica, Inc. and TardiMed LLC, dated November 1, 2020 (incorporated by reference to Exhibit 10.14 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

EX-10.14 2 tm2135343d7ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 AMENDMENT This Amendment “(Amendment”) dated as of November 1, 2020 (the “Amendment Effective Date”), is by and between PaxMedica, Inc., located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 and TardiMed Sciences, LLC, located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677, and amends the Rent and Administrative S

July 19, 2022 S-1/A

As filed with the Securities and Exchange Commission on July 18, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 18, 2022.

July 18, 2022 CORRESP

* * *

July 18, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

June 10, 2022 EX-4.2

Form of 2022 Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

EX-4.2 2 tm2135343d4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED O

June 10, 2022 S-1/A

Power of Attorney (included on signature page)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 10, 2022.

June 10, 2022 EX-10.16

Form of 2022 Convertible Promissory Note Securities Purchase Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of , 2022, by and between PAXMEDICA, INC., a Delaware corporation, with headquarters located at 303 South Broadway, Suite 125, Tarrytown, NY 10591 (the ?Company?), and , with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in rel

June 10, 2022 EX-FILING FEES

Calculation of Filing Fee*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) PAXMEDICA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered Proposed Maximum Offering Price Per Share (1) Proposed Maximum Aggregate Offering Price (1) Fee Rate

June 10, 2022 EX-10.8

Simple Agreement for Future Equity between the PaxMedica, Inc. and the Amar Foundation, dated March 19, 2021***

Exhibit 10.8 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSU

June 10, 2022 CORRESP

* * *

CORRESP 1 filename1.htm June 10, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracey Houser Sasha Parikh Joshua Gorsky Christine Westbrook Re: PaxMedica, Inc. Amendment No. 7 to Registration Statement on Form S-1 Submitted January 4, 2022 File No. 333-239676 Ladies and Gentlemen, On behalf of ou

June 10, 2022 EX-10.15

Form of 2022 Convertible Promissory Note (incorporated by reference to Exhibit 10.15 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).

EX-10.15 4 tm2135343d4ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENC

January 4, 2022 S-1/A

As filed with the Securities and Exchange Commission on January 4, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 4, 2022.

September 29, 2020 EX-1.1

Form of Underwriting Agreement*

Exhibit 1.1 PAXMEDICA, INC. UNDERWRITING AGREEMENT [ ], 2020 The Benchmark Company, LLC 150 East 58th Street, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, PaxMedica, Inc., a corporation formed under the laws of the state of Delaware (the “Company”), hereby confirms its agreement (this “Agreeme

September 29, 2020 EX-4.4

Form of Warrant Agency Agreement*

Exhibit 4.4 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (“Warrant Agreement”) is made as of [], 2020, by and between PaxMedica, Inc., a Delaware corporation, with offices at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company N.A. a federally chartered trust comp

September 29, 2020 EX-4.3

Form of Warrant Agreement*

Exhibit 4.3 COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC. Warrant Shares: Initial Exercise Date: , 2020 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the initial exercise date

September 29, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 29, 2020.

September 15, 2020 S-1/A

- S-1/A

S-1/A 1 tm2019448-20s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 15, 2020. Registration No. 333-239676 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAXMEDICA, INC. (Exact name of registrant as specified in its charter) Delaware (State o

September 14, 2020 CORRESP

Steven M. Skolnick

Steven M. Skolnick Partner One Lowenstein Drive T: 973 597 2476 F: 973 597 2477 E: [email protected] September 14, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Ada D. Sarmento Christine Westbrook Ameen Hamady Sasha Parikh Re: PaxMedica, Inc. Amendment No. 2 to Registration St

September 14, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 14, 2020.

September 2, 2020 EX-3.2

Form of Amended and Restated Certificate of Incorporation of PaxMedica, Inc., to be effective upon completion of this offering***

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. PaxMedica, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: 1. The name of this corporation is PaxMedica, Inc. The date of the filing of its original certificate of incorporation with the Secretary of State of the State of

September 2, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 2, 2020.

August 28, 2020 FWP

New Paths in Neurodevelopment August 2020 Confidential Overview Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 28, 2020 Relating to Preliminary Prospectus dated August 28, 2020 Registration Statement File No. 333 - 239676 ? 20

New Paths in Neurodevelopment August 2020 Confidential Overview Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 28, 2020 Relating to Preliminary Prospectus dated August 28, 2020 Registration Statement File No.

August 28, 2020 EX-1.1

Form of Underwriting Agreement***

EX-1.1 2 tm2019448d10ex1-1.htm TM2019448D10EX1-1.HTM Exhibit 1.1 PAXMEDICA, INC. UNDERWRITING AGREEMENT [ ], 2020 The Benchmark Company, LLC 150 East 58th Street, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, PaxMedica, Inc., a corporation formed under the laws of the state of Delaware (the “Co

August 28, 2020 EX-10.10

Patient Records License Agreement between Purinix Pharmaceuticals LLC and Lwala Hospital, dated November 9, 2018***‡

Exhibit 10.10 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. PATIENT RECORDS LICENSE AGREEMENT This Patient Records License Agreement (?Agreement?) is dated as of this 9th day of November, 2018 (?Effective Date?) by and between Purinix Pharmaceuticals LLC, 1266 E Main Street, Suite 700R, Stamford, Conn

August 28, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 28, 2020.

August 28, 2020 EX-3.2

Form of Amended and Restated Certificate of Incorporation of PaxMedica, Inc., to be effective upon completion of this offering*

EX-3.2 3 tm2019448d10ex3-2.htm TM2019448D10EX3-2.HTM Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. PaxMedica, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of this corporation is PaxMedica, Inc. The date of the filing of its original certificate of incor

August 28, 2020 EX-3.4

Form of Amended and Restated Bylaws of PaxMedica, Inc. to be effective upon completion of this offering***

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF PAXMEDICA, INC. (as amended through [ ], 2020) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the "Board") of PaxMedica, Inc. (the "Corporation"), the Chairman of the Board or the Chief Executive Officer or, if not so designat

August 28, 2020 EX-10.11

Patient Records License Agreement between Purinix Pharmaceuticals LLC and Ministry of Health, Republic of Malawi, dated October 10, 2018***‡

Exhibit 10.11 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. PATIENT RECORDS LICENSE AGREEMENT This Patient Records License Agreement (“Agreement”) is dated as of this 10th day of October, 2018 (“Effective Date”) by and between Purinix Pharmaceuticals LLC, 1266 E Main Street, Suite 700R, Stamford, Conn

August 28, 2020 EX-4.2

Form of Representative’s Warrant***

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR

August 27, 2020 CORRESP

Steven M. Skolnick

Steven M. Skolnick Partner One Lowenstein Drive Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] August 27, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Ada D. Sarmento Christine Westbrook Ameen Hamady Sasha Parikh Re: PaxMedica, Inc. Amendment

July 23, 2020 EX-3.5

Certificate of Amendment to the Certificate of Incorporation of PaxMedica, Inc.***

Exhibit 3.5 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PAXMEDICA, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, PaxMedica, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The date of filing of the original Certificate of Incorporation of this corporati

July 23, 2020 EX-10.1

Form of Indemnification Agreement entered into by PaxMedica, Inc. with its Officers and Directors***

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are provided with adequate protection throug

July 23, 2020 EX-4.1

Specimen Certificate representing shares of common stock of PaxMedica, Inc.***

Exhibit 4.1 ADD ADD ADD ADD MR PO A 4 3 2 1 DESIGNATIONSAMPLE BOX (IF 505006, ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.0001 Certificate Number COMMON STOCK Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * ANY) Louisville, KY 40233 - 5006 ZQ00000000 THIS CERTIFIES THAT PAXMEDICA, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Mr. Alexander D

July 23, 2020 S-1/A

Power of Attorney***

TABLE OF CONTENTS As filed with the Securities and ExchangeCommission on July 23, 2020.

July 23, 2020 CORRESP

July 23, 2020

July 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Ada D.

July 23, 2020 EX-10.14

Form of 2020 Convertible Promissory Note Subscription Agreement***

Exhibit 10.14 PAXMEDICA, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2020 (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and (the “Investor”). WHEREAS, on the terms and conditions set forth herein, Investor is willing to purchase from the Company convertible pro

July 23, 2020 EX-10.13

Form of 2020 Convertible Promissory Note***

Exhibit 10.13 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APP

July 2, 2020 EX-10.11

Patient Records License Agreement between Purinix Pharmaceuticals LLC and Ministry of Health, Republic of Malawi, dated October 10, 2018 (incorporated by reference to Exhibit 10.11 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).‡

Exhibit 10.11 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. PATIENT RECORDS LICENSE AGREEMENT This Patient Records License Agreement (“Agreement”) is dated as of this 10th day of October, 2018 (“Effective Date”) by and between Purinix Pharmaceuticals LLC, 1266 E Main Street, Suite 700R, Stamford, Conn

July 2, 2020 CORRESP

VIA EDGAR

Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 July 2, 2020 F: 973 597 2477 E: [email protected] VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Ada D. Sarmento Christine Westbrook Ameen Hamady Sasha Parikh Re: PaxMedica, Inc. Draft Registr

July 2, 2020 EX-10.8

Letter Agreement between PaxMedica, Inc. and Michael Derby, dated June 25, 2020 (incorporated by reference to Exhibit 10.7 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).†

Exhibit 10.8 50 Tice Boulevard Suite A26 Woodcliff Lake, NJ 07677 (201) 645-4765 (tel) June 25, 2020 Michael Derby Subject: Derby Employment Offer Dear Michael, On behalf of PaxMedica, Inc. (“PaxMedica” or the “Company”), I am pleased to extend to you an offer of employment for the role of Executive Chairman of the Board of Directors. This position will be located at PaxMedica’s current headquarte

July 2, 2020 EX-10.3

Form of Nonqualified Stock Option Award under 2020 Omnibus Equity Incentive Plan†***

Exhibit 10.3 NONQUALIFIED STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC. This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). WHEREAS, the Company desires to pro

July 2, 2020 EX-10.12

Master Services Agreement between Purinix Pharmaceuticals LLC and CRO Consulting (Pty) Limited, dated May 25, 2018.***‡

Exhibit 10.12 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. Master Service Agreement This Master Service Agreement (“Agreement”), entered into on May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Afric

July 2, 2020 EX-10.5

Letter Agreement between PaxMedica, Inc. and Howard J. Weisman, dated March 4, 2020 (incorporated by reference to Exhibit 10.5 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).†

Exhibit 10.5 50 Tice Boulevard Suite A26 Woodcliff Lake, NJ 07677 (201) 645-4765 (tel) March 4, 2020 Howard Weisman Subject: Weisman Employment Offer Dear Howard, On behalf of Purinix Pharmaceuticals LLC (“Purinix” or the “Company”), I am pleased to extend to you an offer of employment for the role of Chief Executive Officer. This position will be located at Purinix’s future headquarter offices, w

July 2, 2020 EX-10.7

Letter Agreement between PaxMedica, Inc. and Zachary Rome, dated June 25, 2020 (incorporated by reference to Exhibit 10.6 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).†

Exhibit 10.7 50 Tice Boulevard Suite A26 Woodcliff Lake, NJ 07677 (201) 645-4765 (tel) June 25, 2020 Zach Rome Subject: Rome Employment Offer Dear Zach, On behalf of PaxMedica, Inc. (“PaxMedica” or the “Company”), I am pleased to extend to you an offer of employment for the role of Chief Operating Officer. This position will be located at PaxMedica’s current headquarters at 50 Tice Boulevard, Suit

July 2, 2020 EX-10.6

Letter Agreement between PaxMedica Inc. and Joseph Lucchese, dated June 25, 2020†***

EX-10.6 8 tm2019448d5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 50 Tice Boulevard Suite A26 Woodcliff Lake, NJ 07677 (201) 645-4765 (tel) June 25, 2020 Joseph Lucchese Subject: Lucchese Employment Offer Dear Joe, On behalf of PaxMedica, Inc. (“PaxMedica” or the “Company”), I am pleased to extend to you an offer of employment for the role of Chief Financial Officer. This position will be located at PaxMe

July 2, 2020 EX-10.9

Rent and Administrative Services Agreement between PaxMedica, Inc. and TardiMed LLC, dated July 1, 2020***

Exhibit 10.9 RENT AND ADMINISTRATIVE SERVICES AGREEMENT Between PAXMEDICA, INC. and TARDIMED SCIENCES, LLC This Rent and Administrative Services Agreement (this “Agreement”) is made and entered into as of the 1st day of July, 2020 (“Effective Date”), by and between PaxMedica, Inc., located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 (“COMPANY”), and TardiMed Sciences (“SERVICE PROVID

July 2, 2020 S-1

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and ExchangeCommission on July 2, 2020.

July 2, 2020 EX-10.10

Patient Records License Agreement between Purinix Pharmaceuticals LLC and Lwala Hospital, dated November 9, 2018 (incorporated by reference to Exhibit 10.10 to Amendment No. 10 to the Registration Statement on Form S-1 filed on August 8, 2022).‡

Exhibit 10.10 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. PATIENT RECORDS LICENSE AGREEMENT This Patient Records License Agreement (“Agreement”) is dated as of this 9th day of November, 2018 (“Effective Date”) by and between Purinix Pharmaceuticals LLC, 1266 E Main Street, Suite 700R, Stamford, Conn

July 2, 2020 EX-3.3

Bylaws of PaxMedica, Inc., as currently in effect***

Exhibit 3.3 BYLAWS OF PAXMEDICA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. (a) Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Board of Directors of the Corporation (the “Board of Directors”) whi

July 2, 2020 EX-3.1

Certificate of Incorporation of PaxMedica, Inc., as currently in effect***

EX-3.1 2 tm2019448d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 PAXMEDICA, INC. CERTIFICATE OF INCORPORATION ARTICLE I: NAME. The name of this corporation is PaxMedica, Inc. (the “Corporation”). ARTICLE II: REGISTERED OFFICE. The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, city of Wilmington, county of New Castle, Delaw

July 2, 2020 EX-10.2

PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan†***

Exhibit 10.2 PAXMEDICA, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN 1. Establishment and Purpose 1.1 The purpose of the PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial succes

July 2, 2020 EX-10.4

Form of Incentive Stock Option Award under 2020 Omnibus Equity Incentive Plan†***

Exhibit 10.4 INCENTIVE STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC. This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). WHEREAS, the Company desires to provid

May 15, 2020 EX-3.3

BYLAWS OF PAXMEDICA, INC. (the “Corporation”) ARTICLE I

Exhibit 3.3 BYLAWS OF PAXMEDICA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. (a) Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Board of Directors of the Corporation (the “Board of Directors”) whi

May 15, 2020 EX-10.2

PAXMEDICA, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN

Exhibit 10.2 PAXMEDICA, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN 1. Establishment and Purpose 1.1 The purpose of the PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial succes

May 15, 2020 EX-10.4

INCENTIVE STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC.

Exhibit 10.4 INCENTIVE STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC. This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). WHEREAS, the Company desires to provid

May 15, 2020 EX-10.5

1

Exhibit 10.5 50 Tice Boulevard Suite A26 Woodcliff Lake, NJ 07677 (201) 645-4765 (tel) March 4, 2020 Howard Weisman [email protected] Subject: Weisman Employment Offer Dear Howard, On behalf of Purinix Pharmaceuticals LLC (“Purinix” or the “Company”), I am pleased to extend to you an offer of employment for the role of Chief Executive Officer. This position will be located at Purinix’s futu

May 15, 2020 EX-10.3

NONQUALIFIED STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC.

Exhibit 10.3 NONQUALIFIED STOCK OPTION GRANT AGREEMENT PAXMEDICA, INC. This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). WHEREAS, the Company desires to pro

May 15, 2020 EX-3.1

PAXMEDICA, INC. CERTIFICATE OF INCORPORATION ARTICLE I: NAME.

Exhibit 3.1 PAXMEDICA, INC. CERTIFICATE OF INCORPORATION ARTICLE I: NAME. The name of this corporation is PaxMedica, Inc. (the “Corporation”). ARTICLE II: REGISTERED OFFICE. The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, city of Wilmington, county of New Castle, Delaware 19808. The name of its registered agen

May 15, 2020 DRS

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TABLE OF CONTENTS Confidential Draft submitted to the Securities and Exchange Commission on May 15, 2020.

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