Attached files
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| EX-99.3 - PRESENTATION - AzurRx BioPharma, Inc. | ex99-3.htm |
| EX-99.2 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-2.htm |
| EX-99.1 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-1.htm |
| EX-5.1 - OPINION - AzurRx BioPharma, Inc. | ex5-1.htm |
| EX-4.1 - FORM OF WARRANT - AzurRx BioPharma, Inc. | ex4-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - AzurRx BioPharma, Inc. | ex1-1.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): May 1, 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 ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On May 1, 2018, AzurRx BioPharma, Inc. (the
“Company”) entered
into an underwriting agreement (the “Underwriting
Agreement”) with
Oppenheimer & Co. Inc. (“Oppenheimer”), relating to the issuance and sale
of 4,160,000 shares
of the Company’s common stock,
$0.0001 par value per share (the “Common
Stock”). Each share of
Common Stock was sold at a public offering price of $2.50 per
share, resulting in gross proceeds to the Company of
$10,400,000 (the “Offering”).
Pursuant to the terms of the Underwriting
Agreement, on May 3, 2018 (the “Closing
Date”) the Company
received net proceeds of approximately $9,449,000, after deducting
the underwriting discount, estimated legal fees and other offering
expenses payable by the Company.
The Offering was conducted pursuant to the
Company’s effective shelf registration statement on Form S-3
(File No. 333-221275), filed with the Securities and Exchange
Commission on November 1, 2017, and declared effective on November
17, 2017, including the base prospectus dated November 1, 2017
included therein and the related prospectus supplement, and a
registration statement on Form S-3 filed pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the
“Securities
Act”), (File
No. 333-224562) filed on May 1,
2018.
The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and
Oppenheimer, including for liabilities under the Securities Act
other obligations of the parties, and termination
provisions.
Pursuant
to the Underwriting Agreement, subject to certain exceptions, the
Company, as well as its directors and officers, have each agreed
for a period of 90 days after the Closing Date not to sell or
otherwise dispose of any of the Company’s securities held by
them without first obtaining the written consent of
Oppenheimer.
The
foregoing is only a brief description of the material terms of the
Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference
herein.
The
Underwriting Agreement has been attached hereto as an exhibit to
provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of the Underwriting Agreement and as of specific
dates, were solely for the benefit of the parties to the
Underwriting Agreement and may be subject to limitations agreed
upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting
Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
In addition to the underwriting discount received
by Oppenheimer, the Company also issued unregistered warrants to
Oppenheimer to purchase up to 208,000 shares of common stock (the
“Underwriter
Warrants”). The
Underwriter Warrants will become exercisable six months from the
date of issuance, expire on May 1, 2023 and have an exercise price
of $2.55 per share.
As
a result of certain investors participating in the Offering, the
Company also paid a financial advisory fee to Alexander Capital,
LP, consisting of a cash payment and the issuance of warrants,
substantially similar to the Underwriter Warrants, to purchase up
to 36,400 shares of Common Stock at an exercise price of $2.75 per
share.
The
foregoing description of the Underwriter Warrant does not purport
to be complete and is qualified in its entirety by reference to the
full text of the form of Underwriter Warrant, attached hereto as
Exhibit 4.1, and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
See
Item 8.01 below.
Item 8.01. Other Events.
On
April 30, 2018, the Company issued a press release announcing the
launch of the Offering, and on May 1, 2018 the Company issued a
press release announcing pricing of the Offering. Copies of each
press release are attached hereto as Exhibits 99.1 and 99.2,
respectively, and each are incorporated herein by
reference.
On
May 3, 2018, the Company began using an updated corporate
presentation, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 99.3.
The information in this Current Report
on Form 8-K, including the information set forth in
Exhibit 99.3, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), nor shall it be
deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a
filing.
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: May 3, 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
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Exhibit Number
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Description
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Underwriting
Agreement, dated May 1, 2018
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Form of
Underwriter Warrant
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Opinion
of Disclosure Law Group, a Professional Corporation
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Press
Release issued by AzurRx BioPharma, Inc., dated April 30,
2018
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Press
Release issued by AzurRx BioPharma, Inc., dated May 1,
2018
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Corporate
Presentation, dated May 2018
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