Attached files
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| EX-99 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-1.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - 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 30,
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)
Emerging
Growth Company ☒
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.
As previously disclosed in a Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 30, 2019, which is incorporated herein by reference,
AzurRx BioPharma, Inc. (the “Company”) commenced an offering on December 20,
2019 of (i) Senior Convertible Promissory Notes (each a
“Note,” and together, the
“Notes”) in the principal amount of up to $8.0
million to certain accredited investors (the
“Investors”), and (ii) warrants
(“Warrants”) to purchase shares of the Company’s
common stock, par value $0.001 per share
(“Common
Stock”), each pursuant to
Note Purchase Agreements entered into by and between the Company
and each of the Investors (the “NPAs”) (the “Note
Offering”).
Between December 30, 2019 and January 2, 2020, the
Company issued Notes to additional Investors in the aggregate
principal amount of $943,200 and Warrants to purchase an aggregate
of up to 486,185 shares of Common Stock. Each Note has a maturity
date that is nine months from the date of issuance, accrues
interest at a rate of 9% per annum, and is convertible, at the
option of the holder, into shares of the Company’s Common
Stock at a price of $0.97 per share (the “Conversion
Shares”) and the Warrants
have an exercise price of $1.07 per share and expire five years
from the date of issuance. In addition, Alexander Capital L.P.
(“Alexander
Capital”) received
additional consideration for their role as Placement Agent at the
same rate as was disclosed in the Company’s Current Report on
Form 8-K filed on December 30, 2019.
The Company intends to use the proceeds from the
Note Offering for general working capital purposes, and to repay
certain amounts due and payable to ADEC Private Equity Investments,
LLC (“ADEC”), as previously disclosed in the
Company’s Current Report on Form 8-K filed on December 30,
2019.
The
issuance of the Notes, Warrants and the Placement Agent Warrants
issued to Alexander Capital 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 NPA, the Notes and the Warrants do not
purport to be complete, and are qualified in their entirety by
reference to the same, which documents were attached as exhibits to
the Company’s Current Report on Form 8-K filed on December
30, 2019.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
See
Item 1.01.
Item 3.02 Unregistered Sales of Equity
Securities.
See
Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
January 2, 2020, Daniel Schneiderman was appointed to serve as the
Chief Financial Officer of the Company. A copy of the press release
issued by the Company on January 3, 2019 regarding Mr.
Schneiderman’s appointment is attached hereto as Exhibit
99.1.
Mr. Schneiderman, age 41, is seasoned finance executive with
over 18 years of experience in the areas of capital markets and
finance operations. Prior to joining the Company, from November
2018 through December 2019 Mr. Schneiderman served as Chief
Financial Officer of Biophytis SA, and its U.S. subsidiary,
Biophytis, Inc., a European-based, clinical-stage biotechnology
company focused on the development of drug candidates for
age-related diseases, with a primary focus on neuromuscular
diseases. From February 2012 through August 2018, Mr. Schneiderman
served as Vice President of Finance, Controller and Secretary of
MetaStat, Inc. (OTC: MTST), a publicly traded biotechnology company
with a focus on Rx/Dx precision medicine solutions to treat
patients with aggressive (metastatic) cancer. Mr. Schneiderman
began his career at Burnham Hill Partners LLC, a division of Pali
Capital, Inc., a boutique investment bank providing capital
raising, advisory and merchant banking services in February 2004,
where he served in various roles and increasing responsibilities,
including as Vice President of Investment Banking until January
2012. Mr. Schneiderman holds a bachelor’s degree in economics
from Tulane University.
In connection with Mr. Schneiderman’s
appointment, the Company and Mr. Schneiderman entered into an
employment agreement (the
“Agreement”),
a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1. Pursuant to the Agreement, Mr. Schneiderman shall (i)
serve as the Company’s Chief Financial Officer for a term of
three years commencing on January 2, 2020 (the
“Effective
Date”), subject to
further renewal upon agreement of the parties; (ii) be subject to a
non-competition requirement for twelve months after his
termination; (iii) be subject to a non-solicitation requirement for
twelve months after his termination; and (iv) be entitled to
receive the following compensation for his services: (a) a base
salary of $285,000 per year, (b) is eligible to receive an annual
milestone cash bonus based on certain milestones that will be
established by the Company’s Board or the Compensation
Committee, (c) a grant of stock options to purchase such number of
shares of the Company’s Common Stock equal to one and a
quarter percent (1.25%) of the issued and outstanding Common Stock
on January 2, 2020 with a strike price of $1.03 per share, which
shall vest in three equal portions on each anniversary date of the
Effective Date commencing on the first anniversary date of the
Agreement, (d) 20 days of paid vacation, (e) participate in full
employee health benefits, and (f) reimbursement for all reasonable
expenses incurred in connection with his services to the
Company.
In the event of Mr. Schneiderman’s termination by the Company
for Cause, as defined in the Agreement, or by Mr. Schneiderman
voluntarily, he will not be entitled to receive any payments beyond
amounts already earned, and any un-vested equity awards will
terminate. In the event of Mr. Schneiderman’s termination as
a result of an Involuntary Termination Other than for Cause, as
defined in the Agreement, he will be entitled to receive the
following compensation: (i) severance in the form of continuation
of his salary (at the Base Salary rate in effect at the time of
termination, but prior to any reduction triggering Good Reason) for
a period of twelve (12) months following the termination date; (ii)
payment of Executive’s premiums to cover COBRA for a period
of twelve (12) months following the termination date; and (iii) a
prorated annual bonus.
Mr. Schneiderman
and the Company have not engaged in
any related party transaction and he has no family relationships
with any director or executive officer of the Company, or persons
nominated or chosen by the Company to become directors or executive
officers. There are no other arrangements or understandings with
Mr. Schneiderman
with respect to his appointment as
Chief Financial Officer.
The
foregoing description of the Agreement does not purport to be
complete, and is qualified in its entirety by reference to the
same, attached to this Current Report on Form 8-K as Exhibits
10.1, and incorporated by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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Employment
Agreement by and between AzurRx BioPharma, Inc. and Mr.
Schneiderman, dated January 1, 2020.
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Press
release issued by AzurRx BioPharma, Inc., dated January 3,
2020.
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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 6, 2020
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By:
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/s/
James Sapirstein
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Name: James Sapirstein
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Title: President and Chief Executive Officer
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