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