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,
2019
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value
$0.0001
per share
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AZRX
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Nasdaq
Capital Market
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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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
See
Item 5.07.
Item
5.07
Submission
of Matters to a Vote of Security Holders.
On
December 19, 2019, AzurRx BioPharma, Inc. (the “Company”) held its Annual Meeting
of Stockholders (the “Annual
Meeting”). The matters voted upon at the Annual
Meeting and the results of the voting are set forth
below.
Proposal No. 1 – Election of Directors
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For
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Withheld
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Edward
J. Borkowski,
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5,050,491
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4,632,338
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Charles
J. Casamento
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6,470,285
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3,212,544
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Alastair
Riddell
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7,413,163
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2,269,666
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James
Sapirstein
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9,649,413
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33,416
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Vern
L. Schramm
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8,607,071
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1,075,758
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Johan
M. (Thijs) Spoor
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6,814,518
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2,868,311
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The
Company’s Directors are elected by a plurality of the votes
cast. Accordingly, each of the director nominees named above were
elected to serve on the Company’s Board of Directors until
the Company’s 2020 annual meeting of stockholders, or until
their successors are elected and qualified.
Proposal No 2 – Approval to Amend the Company’s Charter
to Increase Authorized Common Stock
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For
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Against
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Abstained
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Votes
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14,693,653
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1,718,607
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744,949
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast at the Annual Meeting. Accordingly,
the Company’s stockholders approved an amendment to the
Company’s Amended and Restated Certificate of Incorporation
(the “Charter”)
to increase the number of authorized shares of Common Stock by
50,000,000 shares to 150,000,000 shares.
Proposal No. 3 – Approval to Amend the Company’s
Charter to Effect a Reverse Stock Split.
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For
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Against
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Abstained
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Votes
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13,812,683
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4,490,680
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61,634
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast at the Annual Meeting. Accordingly,
the Company’s stockholders approved an amendment to the
Company’s Charter to authorize the Board to effect a reverse
stock split of both the issued and outstanding and authorized
shares of Common Stock of the Company, at a specific ratio, ranging
from one-for-two (1:2) to one-for-five (1:5), any time prior to the
one-year anniversary date of the Annual Meeting, with the exact
ratio to be determined by the Board of Directors (the
“Reverse
Split”).
Proposal No. 4 – Ratification of the Appointment of Mazars
USA LLP as the Company’s Independent Registered Public
Accounting Firm for the Fiscal Year Ending December 31,
2019.
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For
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Against
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Abstained
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Votes
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18,273,886
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48,185
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42,926
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast at the Annual Meeting. Accordingly,
stockholders ratified the appointment of Mazars USA
LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,
2019.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on November 7,
2019.
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:
December 20, 2019
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By:
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/s/
James Sapirstein
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Name: James Sapirstein
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Title: Chief Executive Officer
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