Attached files
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EX-5 - EXHIBIT 5.1 - AzurRx BioPharma, Inc. | ex5-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 2020
Commission
File Number: 001-37853
AzurRx BioPharma, Inc.
(Exact
name of registrant as specified in its charter.)
Delaware
(State
or other jurisdiction of incorporation or
organization)
46-4993860
(IRS
Employer Identification No.)
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
(Address
of principal executive offices)
646-699-7855
(Registrant's
Telephone number)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing 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)
Emerging
growth company [X]
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of 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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Item 8.01. Other Events
Reference is made to the
Form 8-K filed by AzurRx BioPharma, Inc. (the
“Company”) on January 4, 2021, which is incorporated
herein by reference (the “Prior 8-K”), relating to the
issuance, in a Registered Direct Offering and concurrent Private
Placement, of certain shares of Series C Preferred Stock, together
with certain Private Placement Warrants, at a combined price per
share of Series C Preferred Stock and related Private Placement
Warrants of $750.00. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Prior
8-K.
The
securities issued in the Registered Direct Offering were issued
pursuant to a prospectus supplement, dated December 31, 2020, filed
by the Company on January 5, 2021, to the registration statement on
Form S-3 (File No. 333-231954) that the Company filed with the
Securities and Exchange Commission on June 21, 2019 and that was
declared effective on June 25, 2019, and a base prospectus
thereunder (the “Registration Statement”). The Company
is filing herewith the legal opinion of Lowenstein Sandler LLP
relating to the legality of the issuance and sale of the securities
in the Registered Direct Offering attached as Exhibit 5.1 to this
Current Report on Form 8-K as an exhibit to the Registration
Statement.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Opinion
of Lowenstein Sandler LLP.
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Consent of Lowenstein Sandler LLP (contained in Exhibit
5.1)
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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.
AzurRx BioPharma, Inc.
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Date:
January 5, 2021
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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