Attached files
Exhibit
99.1
AzurRx BioPharma
Closes $15.2 Million Private Placement and $6.9 Million Convertible
Note Exchange
●
Private placement
resulting in gross cash proceeds of $15.2 million to advance two
Phase 2 clinical trials of MS1819 in patients with cystic
fibrosis
●
Exchange of $6.9
million principal amount of outstanding promissory notes into
private placement strengthens balance sheet
BROOKLYN,
N.Y., July 20, 2020 (GLOBE NEWSWIRE) -- AzurRx BioPharma (NASDAQ:
AZRX),
(“AzurRx” or the “Company”), today
announced that on July 16, 2020, it entered into a Convertible
Preferred Stock and Warrant Securities Purchase Agreement (the
“Purchase Agreement”) with certain accredited and
institutional investors relating to the private placement (the
“Private Placement”) of certain shares of convertible
preferred stock and warrants for cash and in exchange for certain
outstanding promissory notes as described below.
Pursuant to the Purchase Agreement, the Company issued an aggregate
of 2,912.583124 shares of Series B Convertible Preferred Stock (the
“Series B Preferred Stock”), at a price of $7,700.00
per share, initially convertible into an aggregate of 29,125,833
shares of the Company’s common stock (the “Common
Stock”) at $0.77 per share, together with warrants (the
“Series B Warrants”) to purchase an aggregate of
14,562,957 shares of Common Stock at an exercise price of $0.85 per
share and a term of five years. The gross cash proceeds of the
Private Placement were approximately $15.2 million, before
deducting placement agent compensation and other offering
expenses.
Additionally,
in connection with the Private Placement, the Company entered into
an exchange addendum to the Purchase Agreement with certain
investors, relating to the exchange of, as consideration in the
Private Placement, of approximately $6.9 million aggregate in
principal amount, plus all accrued and unpaid interest thereon, of
its outstanding Senior Convertible Promissory Notes (the
“Promissory Notes”), originally due in September 2020
(the “Exchange”). As additional consideration for
entering into the Exchange, the Company also issued to those
investors certain additional warrants (the “Exchange
Warrants”) to purchase an aggregate of 1,772,972 shares of
Common Stock. The Exchange Warrants have the same terms as the
Series B Warrants. The Company anticipates prepaying the
outstanding balance of $25,000 aggregate principal amount of
Promissory Notes, together with accrued and unpaid interest thereon
through such prepayment date, held by non-participating holders in
the Exchange, following which no Promissory Notes will remain
outstanding.
“We
are excited to have attracted the support of both new and existing
investors for this financing, which funds our two Phase 2 clinical
trials and Phase 3 preparations. In addition, the promissory note
exchange furthers strengthens our balance sheet by removing $6.9
million in near-term debt obligations,” said James
Sapirstein, Chief Executive Officer of AzurRx. “We thank the
team at Alexander Capital for their continued support of the
Company and their dedication to making these transactions a
success.”
AzurRx
currently intends to use the net cash proceeds from the Private
Placement for research and development expenses associated with its
continuing clinical development and testing of MS1819 and for other
general corporate purposes and capital expenditures.
Alexander
Capital L.P. acted as sole placement agent for the Private
Placement and financial advisor for the Exchange.
Pursuant
to the Private Placement and the Purchase Agreement, and for
purposes of complying with Nasdaq Listing Rule 5635(c) and 5635(d),
the Company is required to hold a meeting of its stockholders not
later than 60 days following the closing of the Private Placement
to seek approval (the “Stockholder Approval”) for,
among other things, the issuance of shares of Common Stock upon
full conversion of the Series B Preferred Stock and full exercise
of the Series B Warrants and the Exchange Warrants, which the
Company will include in the matters to be voted on at its upcoming
annual meeting.
The
Company simultaneously announced that its annual meeting of
stockholders for 2020 (the “Annual Meeting”) will be
held on September 11, 2020 at 9:00 a.m., Eastern Time at the
offices of Lowenstein Sandler LLP located at One Lowenstein Drive,
Roseland, New Jersey, 07068, or at such other time and location to
be determined by the authorized officers of the Company and set
forth in the Company's proxy statement for the Annual Meeting, and
established July 31, 2020, as the record date for determining
stockholders entitled to notice of, and to vote at, the 2020 Annual
Meeting.
Because
the date of the 2020 Annual Meeting will be more than 30 days from
the anniversary of the Company’s 2019 annual meeting of
stockholders, the deadline for submission of proposals by
stockholders for inclusion in the Company’s proxy materials
in accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), will be 5:00
p.m. Eastern Time on July 24, 2020 (the “Proposal
Deadline”), which the Company has determined to be a
reasonable time before it expects to begin to print and distribute
its proxy materials prior to the 2020 Annual Meeting. Any such
proposal must also meet the requirements set forth in the rules and
regulations of the Exchange Act in order to be eligible for
inclusion in the proxy materials for the 2020 Annual Meeting, and
should be sent in writing to the Corporate Secretary at the
following address: AzurRx BioPharma, Inc., Attention: Chief
Financial Officer, 760 Parkside Avenue, Downstate Biotechnology
Incubator, Suite 304, Brooklyn, NY 11226.
The
securities sold in the Private Placement have not been registered
under the Securities Act of 1933, as amended, or any state or other
applicable jurisdiction’s securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws. The Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission (SEC)
registering the resale of the securities sold in the private
placement no later than 10 days after the closing of the private
placement and cause such registration statement to be declared
effective by the SEC promptly following the Stockholder Approval,
but in no event later than 30 days after the date of the
Stockholder Approval (or 60 days after the date of the Stockholder
Approval if the SEC conducts a full review of the registration
statement). Any offering of the securities under the resale
registration statement will only be made by means of a
prospectus.
For
more information regarding the Private Placement and Exchange,
please see our Form 8-K filed with the SEC on or about July 20,
2020.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities described herein,
nor shall there be any offer, solicitation or sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About AzurRx BioPharma, Inc.
AzurRx BioPharma, Inc. (NASDAQ:AZRX) is a biopharmaceutical company
specialized in the research and development of non-systemic
biologics for gastrointestinal disorders. The Company is focused on
the development of its lead drug candidate, MS1819, a recombinant
lipase enzyme for the treatment of exocrine pancreatic
insufficiency (EPI) associated with cystic fibrosis (CF) and
chronic pancreatitis (CP). AzurRx is currently conducting two Phase
2 clinical trials of MS1819: the OPTION 2 monotherapy trial, and
the Combination therapy trial, consisting of MS1819 in conjunction
with porcine-derived pancreatic enzyme replacement therapy, the
current standard of care. The Company is headquartered in New York,
NY, with scientific operations based in Langlade, France and
clinical operations in Hayward, California. Additional information
on the Company can be found at www.azurrx.com.
Forward-Looking Statements
This press release may contain certain statements relating to
future results which are forward-looking statements. These
statements are not historical facts, but instead represent only the
Company’s belief regarding future events, many of which, by
their nature, are inherently uncertain and outside of the
Company’s control. It is possible that the Company’s
actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition
indicated in these forward-looking statements. Additional
information concerning the Company and its business, including a
discussion of factors that could materially affect the
Company’s financial results, including those related to the
clinical development of MS1819, the results of its clinical trials,
and the impact of the coronavirus (COVID-19) pandemic on the
Company’s operations and current and planned clinical trials,
including, but not limited to delays in clinical trial recruitment
and participation are contained in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 under the
heading “Risk Factors,” as well as the
Company’s subsequent filings with the Securities and Exchange
Commission. All forward-looking statements included in this press
release are made only as of the date of this press release, and we
do not undertake any obligation to publicly update or correct any
forward-looking statements to reflect events or circumstances that
subsequently occur or of which we hereafter become
aware.
Additional Information about the Private Placement and the Exchange
and Where to Find It
The Company will file with the SEC and mail to its stockholders a
proxy statement in connection with the Private Placement and the
Exchange. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE PRIVATE PLACEMENT, THE EXCHANGE AND RELATED
MATTERS. INVESTORS AND OTHER SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE. Investors and other
security holders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by the Company
through the SEC’s website at www.sec.gov. In addition,
Investors and other security holders will be able to obtain free
copies of the proxy statement from the Company by contacting the
Chief Financial Officer at (646) 699-7855. The Company and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies with respect to Private Placement
and the Exchange. Additional information regarding interests of
such participants is included in the Company’s Annual Report
on Form 10-K, as amended, for the year ended December 31, 2019,
which was filed with the SEC on March 30, 2020 and amended on April
29, 2020.
For more information:
AzurRx
BioPharma, Inc.
760
Parkside Avenue, Suite 304
Brooklyn,
NY 11226
Phone:
646-699-7855
info@azurrx.com
Investor Relations contact:
LifeSci
Advisors, LLC.
Hans
Vitzthum, Managing Director
1
International Place, Suite 1480
Boston,
MA 02110
Phone:
617-430-7578
hans@lifesciadvisors.com