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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 9,
2020
AZURRX BIOPHARMA, INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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001-37853
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46-4993860
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New
York
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11226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646)
699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AZRX
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
Emerging
Growth Company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in Current Reports on Form
8-K filed with the Securities and Exchange Commission on December
30, 2019 and January 6, 2020, each of which are incorporated herein
by reference, AzurRx BioPharma, Inc. (the
“Company”)
commenced an offering on December 20, 2019 of (i) Senior
Convertible Promissory Notes (each a “Note,” and together, the
“Notes”) in the principal amount of up to $8.0
million to certain accredited investors (the
“Investors”), and (ii) warrants
(“Warrants”) to purchase shares of the Company’s
common stock, par value $0.001 per share
(“Common
Stock”), each pursuant to
Note Purchase Agreements entered into by and between the Company
and each of the Investors (the “NPAs”) (the “Note
Offering”).
On January 9, 2020, the Company issued
Notes to additional Investors in the aggregate principal amount of
$2,942,700 and Warrants to purchase an aggregate of up to 1,516,888
shares of Common Stock. Each Note has a maturity date that is nine
months from the date of issuance, accrues interest at a rate of 9%
per annum, and is convertible, at the option of the holder, into
shares of the Company’s Common Stock at a price of $0.97 per
share (the “Conversion
Shares”), and the
Warrants have an exercise price of $1.07 per share and expire five
years from the date of issuance. In addition, Alexander Capital
L.P. (“Alexander
Capital”) received
additional consideration for their role as Placement Agent at the
same rate as was disclosed in the Company’s Current Report on
Form 8-K filed on December 30, 2019.
In aggregate, the Company issued $6,904,000
principal amount of Notes convertible into 7,117,559 Conversion
Shares and Warrants to purchase up to 3,558,795 shares of Common
Stock to the investors in the Note Offering. A copy of the press
release issued by the Company on January 13, 2020 regarding the
Note Offering is attached hereto as Exhibit 99.1.
Proceeds from the Note Offering will be used for
general working capital purposes, and to repay certain amounts due
and payable to ADEC Private Equity Investments, LLC
(“ADEC”), as previously disclosed in the
Company’s Current Reports on Form 8-K filed on December 30,
2019 and January 6, 2020.
The
issuance of the Notes, Warrants and the Placement Agent Warrants
issued to Alexander Capital was exempt from the registration
requirements of the Securities Act of 1933, as amended, in
accordance with Section 4(a)(2) and/or Regulation 506 promulgated
thereunder, as a transaction by an issuer not involving a public
offering.
The
foregoing description of the NPA, the Notes and the Warrants do not
purport to be complete, and are qualified in their entirety by
reference to the same, which documents were attached as exhibits to
the Company’s Current Report on Form 8-K filed on December
30, 2019.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
See
Item 1.01.
Item 3.02 Unregistered Sales of Equity
Securities.
See
Item 1.01.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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Press
release issued by AzurRx BioPharma, Inc., dated January 13,
2020.
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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.
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AzurRx BioPharma, Inc.
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Date:
January 13, 2020
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By:
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/s/ James
Sapirstein
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Name: James Sapirstein
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Title: President and Chief Executive Officer
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