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,
2018
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 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 (the “June 2017 Private
Placement”).
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 Notes”). 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 term 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”). The Company
also issued warrants to Alexander Capital, LP
(“Alexander
Capital”) as
consideration, in part, for its services as placement agent in
connection with the issuance of the OID Notes and the June 2017
Private Placement (the “Placement Agent
Warrants”). The Placement
Agent Warrants are each exercisable over a five-year term and have
exercise prices ranging from $7.38 to $5.58 per
share.
As previously reported in the Current Report on
Form 8-K filed by the Company on January 5, 2018 (the
“January 8-K”), 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 (the “Exercise
Agreements”) with respect
to an aggregate total of 264,402 Warrants, and partial warrant
repricing letters (the “Partial Exercise
Agreements”) with respect
to 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.
Since the date of the January 8-K, the Company has
entered into Exercise Agreements and Partial Exercise Agreements
with additional Holders, pursuant to which the Holders have
exercised an aggregate total of 851,987 Reprice Warrants at the
Reduced Exercise Price of $2.50 per share, and the Company has
agreed to amend an aggregate total of 367,654 Remaining Warrants to
reduce the exercise 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 has received aggregate gross proceeds of approximately
$2.04 million from the exercise of the Reprice Warrants by the
Holders, and expects to use the proceeds from the Warrant Exercise
Program for general corporate purposes.
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 to the January 8-K 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.
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 17, 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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