Attached files
Exhibit 99.2
AzurRx BioPharma Announces $8.0 Million
Offerings
Delray Beach, FL – January 4, 2021 (GLOBE NEWSWIRE) --
AzurRx BioPharma, Inc. (NASDAQ: AZRX), (“AzurRx” or the
“Company”), a
company specializing in the development of non-systemic,
recombinant therapies for gastrointestinal (GI)
diseases, today announced that in conjunction with entering
into an exclusive worldwide licensing agreement with First Wave
Bio, Inc. (“First Wave”) it has entered into a
securities purchase agreement (the “Purchase
Agreement”) with a single healthcare-focused institutional
investor, pursuant to which the Company agreed to sell
approximately $8.0 million of Series C 9.00% Convertible Junior
Preferred Stock (the “Series C Preferred Stock”) in a
registered direct offering and concurrent private placement. The
Company will also issue to the investor unregistered warrants (the
“Warrants”) to purchase up to an aggregate of
10,666,668 shares of common stock. The combined purchase price for
one share of Series C Preferred Stock and a Warrant is $750.00. The
Series C Preferred Stock will have an initial stated value of
$750.00 per share and conversion price of $0.75 per share, and will
initially be convertible into an aggregate of up to 10,666,668
shares of common stock (or pre-funded warrants to purchase common
stock in lieu thereof). The Warrants will have an exercise price of
$0.80 per share and an expiration term of five and one-half years
from the date of issuance. One-half of the shares of Series C
Preferred Stock, together with the underlying common stock (or
prefunded warrants, as applicable), are being sold in the
registered direct offering, and one-half of the shares of Series C
Preferred Stock and all of the Warrants, together with the
underlying common stock (or prefunded warrants, as applicable), are
being sold in the private placement.
H.C.
Wainwright & Co. is acting as exclusive placement agent for the
offering.
AzurRx
intends to use the net proceeds received from the offering to fund
the upfront cash payment to First Wave in connection with the
exclusive worldwide licensing agreement and for other general
corporate purposes.
The
registered direct offering and concurrent private placement are
expected to close on or about January 5, 2021, subject to the
satisfaction of customary closing conditions. The issuance of the
shares of common stock underlying the Series C Preferred Stock in
excess of certain thresholds, and underlying the Warrants sold in
the private placement, is subject to stockholder approval (i) of an
amendment to AzurRx’s certificate of incorporation to
increase its authorized shares of common stock above 150,000,000
and (i) to satisfy Nasdaq requirements with respect to the issuance
of such shares of common stock.
The
Series C Preferred Stock sold in the registered direct offering and
underlying shares of common stock (or pre-funded warrants, as
applicable) are being offered and sold in the registered direct
offering by AzurRx pursuant to a “shelf” registration
statement on Form S-3 (File No. 333-231954) including a base
prospectus, previously filed with and declared effective by
the Securities and Exchange Commission (the “SEC”)
on June 21, 2019. The registered direct offering is being made only
by means of a prospectus supplement that forms a part of the
registration statement. A final prospectus supplement and an
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available
on the SEC’s website located at
http://www.sec.gov. Electronic copies of the prospectus
supplement may be obtained, when available, from H.C. Wainwright
& Co., 430 Park Avenue, New York, NY 10022 or via telephone at
(646) 975-6996 or email placements@hcwco.com.
The
Series C Preferred Stock and Warrants sold in the private placement
and underlying shares of common stock (or prefunded warrants, as
applicable) are being offered pursuant to an applicable exemption
from the registration requirements of the Securities Act of 1933,
as amended (the “Act”), and have not been registered
under the Act, or applicable state securities laws, and may not be
offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration
requirements.
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. 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 Delray
Beach, Florida with 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. Forward-looking statements include those
relating to the offering of the Company’s securities,
including as to the consummation of the offering described above,
the expected proceeds from the offering, the intended use of
proceeds and the timing of the closing of the offering, which may
be affected by, among others, delays in satisfying or failure to
satisfy closing conditions for the registered direct offering and
concurrent private placement and adverse changes in general
economic and market conditions. 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, including
whether results obtained in preclinical and nonclinical studies and
clinical trials will be indicative of results obtained in future
clinical trials; whether preliminary or interim results from a
clinical trial such as the interim results presented will be
indicative of the final results of the trial. 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 its clinical assets, 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.
For more information:
AzurRx
BioPharma, Inc.
1615
South Congress Avenue
Suite
103
Delray
Beach, Florida 33445
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