UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Securities Exchange Act of 1934
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INTRODUCTORY NOTE
On March 14, 2024, Entero Therapeutics, Inc., a Delaware corporation (the “Company”), formerly known as First Wave BioPharma, Inc. (prior to the Company’s corporate name change which became effective on May 17, 2024), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”) to report the Company’s previously announced merger with ImmunogenX, Inc., a Delaware corporation (“IMGX”), pursuant to that certain Agreement and Plan of Merger, dated March 13, 2024, by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation, IMMUNO Merger Sub II, LLC, a Delaware limited liability company, and IMGX (collectively, the “Merger”).
On May 8, 2024, the Company filed Amendment No. 1 to Current Report on Form 8-K/A (the “First Amendment”) amending the Original Report to include the financial statements and the pro forma financial information required under Items 9.01(a) and 9.01(b), which were excluded from the Original Report in reliance on the instructions to such Items.
This Amendment No. 2 to Current Report on Form 8-K/A (the “Second Amendment”) amends and supplements the First Amendment to include certain additional pro forma financial information required under Item 9.01(b) in connection with the Merger, as set forth below. The Original Report otherwise remains the same, as amended and supplemented by the First Amendment, and the Items therein, including Item 9.01, and are hereby incorporated by reference into this Second Amendment.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma Financial Information
The unaudited pro forma combined statements of operations as of March 31, 2024 that give effect to the Merger are attached hereto as Exhibit 99.3, and are incorporated herein by reference.
(d) Exhibits
* Filed herewith.
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.
| ENTERO THERAPEUTICS, Inc. | ||
| Date: May 30, 2024 | By: | /s/ Sarah Romano |
| Sarah Romano | ||
| Chief Financial Officer | ||