Attached files
file | filename |
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EX-10 - FIRST WAVE PURCHASE AGREEMENT - AzurRx BioPharma, Inc. | azrx_ex101.htm |
EX-4.1 - FORM OF WAINWRIGHT WARRANT - AzurRx BioPharma, Inc. | azrx_ex41.htm |
EX-3 - COD SERIES C 9.00% CONVERTIBLE JUNIOR PREFERRED STOCK - AzurRx BioPharma, Inc. | azrx_ex31.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):
January 4,
2021
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
|
Trading Symbol(s)
|
Name of exchange on which registered
|
Common
Stock, par value $0.0001 per share
|
AZRX
|
Nasdaq
Capital Market
|
Item 1.01 Entry
into a Definitive Material Agreement.
Registered Direct Offering and Concurrent Private
Placement
As previously disclosed on the Company’s Current Report on
Form 8-K filed with the SEC on January 4, 2021 (the “Prior
8-K”), on December 31, 2020, AzurRx BioPharma, Inc. (the
“Company”) entered into a securities purchase agreement
(the “Investor Purchase Agreement”) with a single
institutional investor relating to the purchase and sale, in a
registered direct offering (the “Registered Direct
Offering”) and concurrent private placement (the
“Private Placement” and, together with the Registered
Direct Offering, the “Offerings”), of an aggregate of
10,666.6666 shares of Series C 9.00% Convertible Junior Preferred
Stock, par value $0.0001 per share (the “Series C Preferred
Stock”), initially convertible into up to 10,666,668 shares
of common stock, par value $0.0001 per share (the “Common
Stock”) at a conversion price of $0.75 per share, together
with related warrants to purchase up to 10,666,668 shares of Common
Stock at an exercise price of $0.80 per share. The combined
purchase price in the Offerings for one share of Series C Preferred
Stock and related warrants was $750.00.
The terms and conditions of the Offerings are described in greater
detail in the Prior 8-K, which is incorporated herein by reference.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Prior 8-K.
On January 6, 2021, the Offerings closed. In connection with the
closings, the investor converted all of its Series C Preferred
Stock issued in the Registered Direct Offering into 3,400,000
shares of Common Stock and Pre-funded Warrants (as defined in the
Prior 8-K) to purchase up to 1,933,334 shares of Common Stock.
Accordingly, following the closings, 853,632 shares of Common Stock
currently remain available for issuance below the Issuable Maximum
(as defined in the Prior 8-K), prior to obtaining the Stockholder
Approval (as defined in the Prior 8-K).
On January 6, 2021, the Company also issued to H.C. Wainwright
& Co., LLC and its designees certain warrants to purchase up to
746,667 shares of Common Stock, at an exercise price of $0.9375 per
share, as compensation for services as placement agent in the
Offerings. The terms and conditions of the warrants were previously
disclosed in the Prior Form 8-K and are incorporated herein by
reference. The summary of the placement agent’s
warrants is subject to, and qualified in their entirety by, the
form of such warrants, which is filed as Exhibit 4.1 hereto and
incorporated herein by reference.
Securities Purchase Agreement with First Wave Bio
On January 8, 2021, pursuant to the License Agreement by and
between the Company and First Wave Bio, Inc. (“First
Wave”), a privately-held Delaware corporation, the Company
entered into a securities purchase agreement with First Wave (the
“First Wave Purchase Agreement”). The terms and
conditions of the License Agreement are described in greater detail
in the Prior 8-K.
Pursuant to the First Wave Purchase Agreement, on January 8, 2021,
the Company issued First Wave 3,290.1960 shares of Series C
Preferred Stock, initially convertible into an aggregate of
3,290,196 shares of Common Stock, at an initial stated value of
$750.00 per share and a conversion price of $0.75 per share. The
First Wave Purchase Agreement contains demand and piggyback
registration rights with respect to the Common Stock issuable upon
conversion, subject to certain clear-market restrictions, as set
forth in the Investor Purchase Agreement and described in the Prior
Form 8-K, for a period ending at the later of (a) 30 days after the
effectiveness of a resale registration covering the securities sold
to that investor or (b) the day of the Stockholder Approval. The
issuance of the Series C Preferred Stock to First Wave occurred
simultaneously with the entrance into the First Wave Purchase
Agreement on January 8, 2021.
The First Wave Purchase Agreement contains customary
representations, warranties and agreements by the Company,
customary conditions to closing and termination provisions. The
representations, warranties and covenants contained in the First
Wave Purchase Agreement were made only for the purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.
The Series C Preferred Stock being issued pursuant to the First
Wave Purchase Agreement, together with any Common Stock issuable
upon conversion, are being issued without registration under the
Securities Act in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act as transactions not involving a
public offering, and in reliance on similar exemptions under
applicable state laws.
Item 3.02 Unregistered Sales of
Equity Securities.
The
information set forth above in Item 1.01 above and in the Prior 8-K
is hereby incorporated by reference into this Item
3.02.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In
connection with the closings of the Offerings described in Item
1.01 above, on January 4, 2021, the Company filed with the
Secretary of State of the State of Delaware a certificate of
designations relating to the Series C Preferred Stock, which became
immediately effective.
The
terms and conditions of the Series C Preferred Stock were
previously disclosed in the Prior Form 8-K and are incorporated
herein by reference. This summary is subject to, and qualified in
their entirety by, the certificate of designations of the Series C
Preferred Stock, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
|
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
Certificate
of the Designations, Powers, Preferences and Rights of Series C
9.00% Convertible Junior Preferred Stock
|
|
Form of
Wainwright Warrant
|
|
First
Wave Purchase Agreement
|
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.
|
Date:
January 8, 2021
By:
|
/s/ James
Sapirstein
|
Name:
James Sapirstein
|
|
Title:
President and Chief Executive Officer
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