Attached files
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| EX-10.2 - FORM OF PARTIAL EXERCISE LETTER - AzurRx BioPharma, Inc. | ex10-2.htm |
| EX-10.1 - FORM OF EXERCISE LETTER - AzurRx BioPharma, Inc. | ex10-1.htm |
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 31,
2017
AZURRX BIOPHARMA, INC.
(Exact name of Registrant as specified in its Charter)
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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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2) ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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As
previously reported, on June 5, 2017, AzurRx BioPharma, Inc. (the
“Company”)
entered into Securities Purchase Agreements (the
“2017
Agreements”) and a registration rights agreement with
certain accredited investors pursuant to which the Company issued
an aggregate of 1,428,572 units for $3.50 per unit, with each unit
consisting of one share of common stock, $0.0001 par value
(“Common
Stock”), one Series A Warrant to purchase 0.25 shares
of Common Stock at $4.00 per share exercisable immediately through
December 31, 2017, and one Series A-1 Warrant to purchase 0.75
shares of Common Stock at $5.50 per share exercisable beginning six
months from the date of issuance through June 5, 2022.
Also as
previously reported, commencing on October 14, 2014, the Company
issued warrants to purchase shares of Common Stock in conjunction
with the issuance of original issuance discount notes
(“OID
Note ”). These warrants are exercisable for five
years beginning six months after the issue date for $5.58 per
share, and provide to the holders thereof certain registration
rights (the “OID
Warrants”). Subsequently, on October 14, 2016, the
Company completed an initial public offering (“IPO”) of 960,000 shares of Common
Stock at a price of $5.50 per share and concurrent with the IPO,
the Company issued certain securities, including 717,540 warrants
with a five-year life to holders of the OID Notes in exchange for
their agreement not to sell their shares for six months following
the IPO with an exercise price equal to the IPO price (the
“Lock-Up
Warrants”).
Beginning on
December 31, 2017, the Company and certain holders (the
“Holders”) of
the Series A Warrants, Series A-1 Warrants, OID Warrants and
Lock-Up Warrants (collectively, the “Warrants”) entered into warrant
repricing letter agreements in the form attached hereto as Exhibit
10.1 (the “Exercise
Agreements”) with Holders of an aggregate total of
264,402 Warrants, and warrant repricing letters in the form
attached hereto as Exhibit 10.2 (the “Partial Exercise Agreements”)
with Holders of an aggregate total of 217,206 Warrants, pursuant to
which the Company agreed to reduce the exercise price of an
aggregate total of 108,603 Warrants held by such Holders (the
“Reprice
Warrants”) to $2.50 per share (the “Reduced Exercise Price”) in
consideration for the exercise in full of the Reprice Warrants, and
agreed to amend an aggregate total of 108,604 remaining,
unexercised Warrants held by certain Holders (the
“Remaining
Warrants”) to reduce the exercise of the Remaining
Warrants to $3.25 per share. If the exercise of the Reprice
Warrants would cause the Holder to exceed the 4.99% or 9.99%
beneficial ownership limitations (“Beneficial Ownership Limitation”)
(as defined in the Warrants), then the Company will only issue such
number of shares to the Holder as instructed by the Holder and as
would not cause such Holder to exceed the maximum number of shares
permitted under the Beneficial Ownership Limitation, with the
balance of shares to be held in abeyance until the balance may be
issued in compliance with such limitations.
The
Company expects to receive aggregate gross proceeds of
approximately $932,511 from the exercise of the Warrants by the
Holders.
The
description of terms and conditions of the Exercise Agreements and
the Partial Exercise Agreements set forth herein does not purport
to be complete and is qualified in its entirety by reference to the
full text of the form of Exercise Agreement and Partial Exercise
Agreement attached hereto as Exhibits 10.1 and 10.2.
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Item 3.03
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Material Modifications to Rights of Security Holders.
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See
Item 1.01 above.
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Item 9.01
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Financial Statements and Exhibits.
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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:
January
5, 2018
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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