0001493152-24-010163.txt : 20240315 0001493152-24-010163.hdr.sgml : 20240315 20240315180544 ACCESSION NUMBER: 0001493152-24-010163 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240313 FILED AS OF DATE: 20240315 DATE AS OF CHANGE: 20240315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Syage Jack CENTRAL INDEX KEY: 0002014106 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37853 FILM NUMBER: 24756327 MAIL ADDRESS: STREET 1: 1600 DOVE STREET STREET 2: SUITE 330 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: First Wave BioPharma, Inc. CENTRAL INDEX KEY: 0001604191 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 464993860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 YAMATO ROAD STREET 2: SUITE 502 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-589-7020 MAIL ADDRESS: STREET 1: 777 YAMATO ROAD STREET 2: SUITE 502 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: AzurRx BioPharma, Inc. DATE OF NAME CHANGE: 20141103 FORMER COMPANY: FORMER CONFORMED NAME: BioPharma d'Azur, Inc. DATE OF NAME CHANGE: 20140331 4 1 ownership.xml X0508 4 2024-03-13 0 0001604191 First Wave BioPharma, Inc. FWBI 0002014106 Syage Jack 777 YAMATO ROAD, SUITE 502 BOCA RATON FL 33431 1 1 0 0 President & COO 0 Common Stock, par value $0.0001 per share 2024-03-13 4 A 0 15400 A 15400 I See Footnote Series G Non-Voting Convertible Preferred Stock 2024-03-13 4 A 0 4920.037 A Common Stock, par value $0.0001 per share 4920037 4920.037 I See Footnote On March 13, 2024, the Issuer acquired ImmunogenX, Inc. ("ImmunogenX") in accordance with the terms of the Agreement and Plan of Merger, 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 352,000 shares of common stock, par value $0.0001, of ImmunogenX and 1,375,427 shares of preferred stock, par value $0.0001 per share, of ImmunogenX. Held directly by the Jack A. Syage and Elizabeth T. Syage Revocable Trust Dated November 30, 1999, in which the Reporting Person and his spouse serve as the Trustees. 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. 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. Due to this blocker, the Preferred Stock would not fully convertible at this time upon stockholder approval. The blocker percentage may be decreased to 4.9% or otherwise adjusted by the Reporting Person upon 61 days' notice to the Issuer. The Preferred Stock is perpetual and therefore has no expiration date. /s/ Jack A. Syage 2024-03-15