SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KHOSLA CHAITAN PHD

(Last)

(First)

(Middle)

777 YAMATO ROAD, SUITE 502

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
First Wave BioPharma, Inc. [ FWBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	03/13/2024		A		440	A	⁽¹⁾	440	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series G Non-Voting Convertible Preferred Stock	⁽³⁾	03/13/2024		A		140.7		⁽³⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	140,700	⁽¹⁾	140.7	I	See Footnote⁽²⁾
Stock Option (right to buy)	$0.81	03/13/2024		A		52,980		⁽⁵⁾	02/01/2031	Common Stock, par value $0.0001 per share	52,980	⁽⁶⁾	52,980	D

Explanation of Responses:

1. On March 13, 2024, the Issuer acquired ImmunogenX, Inc. ("ImmunogenX") in accordance with the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 13, 2024, by and among the Issuer, IMMUNO Merger Sub I, Inc., IMMUNO Merger Sub II, LLC, and ImmunogenX (the "Merger"). The shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer and the shares of Series G Preferred Stock, par value $0.0001 per share (the "Preferred Stock") of the Issuer were received by the Reporting Person in the Merger in exchange for an aggregate of 34,159 shares of preferred stock, par value $0.0001 per share, of ImmunogenX.

2. Held directly by the Chaitan Khosla Living Trust, in which the Reporting Person serves as the sole Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. The shares of Preferred Stock will automatically convert into shares of Common Stock at a ratio of 1-for-1,000 on the third business day after the date that the Issuer's stockholders approve the conversion of the Preferred Stock into shares of Common Stock, subject to certain beneficial ownership limitations. The Preferred Stock contains a conversion limitation prohibiting the Reporting Person from converting the Preferred Stock until such time as the Reporting Person would not beneficially own after such conversion more than 19.9% of the then issued and outstanding Common Stock. The blocker percentage may be decreased to 4.9% or otherwise adjusted by the Reporting Person upon 61 days' notice to the Issuer.

4. The Preferred Stock is perpetual and therefore has no expiration date.

5. The option was fully vested at the effective time of the Merger (the "Effective Time").

6. Pursuant to the terms of the Merger Agreement, the option to acquire 20,000 shares of common stock, par value $0.0001 per share, of ImmunogenX (the "Original Amount") at an exercise price of $2.14 per share (the "Original Exercise Price") that was originally granted on February 1, 2021 under the ImmunogenX 2021 Stock Option Plan was assumed by the Issuer and converted into an option to purchase a number of shares of Common Stock of the Issuer equal to the Original Amount multiplied by 2.649 (the "Exchange Ratio") at an exercise price equal to the Original Exercise Price divided by the Exchange Ratio. The option will continue to be governed by the same terms and conditions as were applicable to such option immediately prior to the Effective Time.

	/s/ Chaitan Khosla	03/15/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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