Attached files
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,
2017
AZURRX BIOPHARMA, INC.
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Delaware
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001-37853
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46-4993860
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York
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11226
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
(646) 699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT
APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
On April 11, 2017, AzurRx BioPharma, Inc. (the
“Company”) entered into a Securities Purchase
Agreement (the “Purchase
Agreement”) with Lincoln
Park Capital Fund, LLC (“LPC”), pursuant to which the Company issued to
LPC a 12% Senior Secured Original Issue Discount Convertible
Debenture in the principal amount of $1.0 million with an original
issue discount of $120,000.00 (the “Debenture”). The principal and
original issue discount of $1.12 million due under the terms of the
Debenture are due on the earlier to occur of (i) November 10, 2017
or (ii) on the fifth business day following the receipt by the
Company or its wholly-owned subsidiary, AzurRx BioPharma SAS
(“ABS”), of certain tax credits that the Company
is expected to receive prior to November 10, 2017 (the
“Tax
Credit”) (the
“Maturity
Date”). The Company has
the option to extend the Maturity Date to July 11, 2018,
conditioned on the receipt of the Tax Credit by the Company or ABS
prior to November 10, 2017 (“Extension
Option”).
The principal amount of the Debenture is
convertible into shares of the Company’s common stock,
$0.0001 par value (“Common
Stock”), at LPC’s
option, at a conversion price equal to the lower of (i) $3.9133 or
(ii) the average closing price of the Company’s Common Stock
for the ten consecutive trading days after April 11, 2017
(“Conversion
Price”).
Provided
certain conditions are satisfied, the Company may, at its option,
force conversion of the Debentures for an amount equal to 100% of
the principal amount of the Debenture.
In connection with the
issuance of the Debenture, the Company issued to LPC a warrant
giving LPC the right to purchase 162,552.679 shares of the
Company’s Common Stock at an exercise price of $4.3046 per
share, subject to adjustment in the event the Conversion Price is
adjusted below $3.9133 as set forth above
(“Warrant”).
In the event the Company exercises its Extension Option, the
Company is obligated to issue an additional Warrant to LPC to
purchase 162,552.679 shares of the Company’s Common Stock;
provided that the exercise price of such additional Warrant shall
be equal to 110% of the average
closing price of the Company’s Common Stock for the ten
consecutive trading days prior to the date of issuance.
The
Warrants will terminate five years after the date of
issuance.
Within
45 days following April 11, 2017, the Company is obligated to
deliver to LPC a guarantee by ABS of the Company’s
obligations under the Debenture, as well as a security agreement
providing LPC with a secured interest in the Tax
Credit.
The
Company also entered into a Registration Rights Agreement granting
LPC certain registration rights with respect to the shares of
Common Stock issuable upon conversion of the Debenture, and upon
exercise of the Warrants.
The
issuance of the Debenture and the Warrant was exempt from the
registration requirements of the Securities Act of 1933, as
amended, in accordance with Section 4(a)(2) and/or Regulation 506
promulgated thereunder, as a transaction by an issuer not involving
a public offering.
The
foregoing description of the Purchase Agreement, Debenture, Warrant
and Registration Rights Agreement are summaries, and are qualified
by reference to such documents, which are attached hereto as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information included in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this
Item 2.03.
Item 3.02
Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this
Item 3.02.
Item
9.01
Financial
Statements and Exhibits
See
Exhibit Index.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AzurRx BioPharma, Inc. |
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Date:
April 12, 2017
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By:
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/s/
Johan
M. Spoor
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Name: Johan M. Spoor |
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Title: Chief Executive Officer |
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Exhibit Index
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Exhibit No.
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Description
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Securities
Purchase Agreement, dated April 11, 2017
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12% Senior Secured Original Issue Discount Convertible
Debenture
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Warrant,
dated April 11, 2017
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Registration
Statement, dated April 11, 2017
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