AzurRx BioPharma, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 23, 2020
Commission
File Number: 021-214723
AzurRx BioPharma, Inc.
(Exact
name of registrant as specified in its charter.)
Delaware
(State or other jurisdiction of
incorporation or organization)
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46-4993860
(IRS Employer Identification
No.)
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760 Parkside Ave., Suite 304, Brooklyn, New York 11226
(Address
of principal executive offices)
646-699-7855
(Registrant's
Telephone number)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing 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))
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 [x]
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of 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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Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
On July 23, 2020, AzurRx BioPharma, Inc. (the
“Company”) received a letter (the “July
Letter”) from the Listing Qualifications Department (the
“Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company of the Staff’s
determination that the Company has regained compliance
with Nasdaq Listing Rule 5635(d).
As previously reported in the Company’s Current Report
on Form 8-K filed on June 12, 2020, the Company received
a letter on June 11, 2020 from the Staff notifying the Company that
it had failed to comply with the Listing Rule 5635(d) in
connection with the offer and sale by the Company of senior
convertible promissory notes (the “Convertible Notes) and
related warrants, in certain closings of a prior private offering,
and of common stock pursuant to a prior purchase agreement with
Lincoln Park Capital Fund, LLC (collectively, the “Prior
Transactions”).
In its July Letter, the Staff stated that it has determined that
the Company has regained compliance with Listing Rule 5635(d),
as a result of its recently completed exchange offering (the
“Exchange”) of Convertible Notes for Series B
Convertible Preferred Stock and related warrants, which was
previously reported in the Company’s Current Report on Form
8-K filed on July 20, 2020. As a result of the Exchange, the
Company reduced the number of shares issuable at below the Minimum
Price (as defined in Nasdaq Listing Rule 5635(d)) to less than 20%
of the total shares outstanding as of the applicable time of the
Prior Transactions.
Accordingly, the Staff has determined that the matter is now
closed.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On July 24, 2020, the Compensation Committee of the Board of
Directors of the Company approved an increase in the annual base
salary of James Saperstein, the Company’s President and Chief
Executive Officer, from $450,000 to $480,000, effective August 1,
2020.
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.
By:
/s/ James Sapirstein
Name: James
Sapirstein
Title: President and
Chief Executive Officer
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