8-K

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): August 11, 2021

AzurRx BioPharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37853	46-4993860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 Yamato Road, Suite 502 Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 589-7020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AZRX	Nasdaq Capital Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2021, the Board of Directors (the “Board”) of AzurRx BioPharma, Inc. (the “Company”) approved, effective immediately, an increase in the size of the Board from six directors to seven directors and appointed Terry Coelho, age 60, to serve as a member of the Board to fill the newly-created vacancy. Ms. Coelho will hold this position until the next annual meeting of the Company’s stockholders or until her successor is elected and qualified, subject to her earlier resignation or removal. Ms. Coelho will also serve as a member of the Audit Committee and the Compensation Committee of the Board.

Ms. Coelho is the Executive Vice President and Chief Financial Officer of BioDelivery Sciences International, Inc. (“BDSI”) (NASDAQ: BDSI) and has more than 30 years of financial and operational experience. Ms. Coelho previously served as the Chief Financial Officer and Treasurer of BDSI since January 2019. Prior to joining BDSI, Ms. Coelho served as Chief Financial Officer and Treasurer at Balchem Corporation (NASDAQ: BCPC) from October 2017 to October 2018. From September 2017 to October 2017, she served as Chief Operating Officer for Diversey, Inc., a multi-billion dollar global private equity carve-out from Sealed Air Corporation, and held senior finance positions at Diversey Care from October 2014 through August 2017, including as Chief Financial Officer for Diversey Care. Ms. Coelho has also served in senior finance leadership roles at Novartis from 2007 to 2014. Ms. Coelho earned an MBA in Finance from IBMEC in Brazil and a Bachelor of Arts degree in both Economics and International Relations, summa cum laude, from The American University School of International Service. Ms. Coelho was selected as a director due to her financial background and experience as a senior financial officer of public companies.

Ms. Coelho will receive an annual cash retainer fee of $60,000 (pro-rated for the current year) and payment for her services as a member of the Audit Committee and Compensation Committee of the Board in accordance with the Company’s standard non-employee director compensation plan.

There are no transactions between Ms. Coelho and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 16, 2021, the Company issued a press release announcing the matters described above and is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibit No.	Description
	99.1	Press Release of the Company, dated August 16, 2021.

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.

August 16, 2021 AzurRx BioPharma, Inc. By: /s/ Daniel Schneiderman Name:  Daniel Schneiderman Title:    Chief Financial Officer

EX-99.1

Exhibit 99.1

AzurRx BioPharma Announces Appointment of Terry Coelho to its Board of Directors

AzurRx expands Board of Directors to seven members with new appointment

BOCA RATON, Fla., August 16, 2021 (GLOBE NEWSWIRE) -- AzurRx BioPharma, Inc. (“AzurRx” or the “Company”) (NASDAQ: AZRX), a company specializing in the development of targeted non-systemic, therapies for gastrointestinal (GI) diseases, today announced the appointment of Terry Coelho to its Board of Directors effective immediately. The appointment increases the size of AzurRx’s Board to seven members.

Ms. Coelho currently serves as the Executive Vice President and Chief Financial Officer at BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a commercial-stage specialty pharmaceutical company. During her more than 30-year career, Ms. Coelho has held numerous senior level financial and operational positions at both emerging and publicly-traded, global companies, highlighted by tenures with leading global organizations including Novartis Pharmaceuticals, Mars, Incorporated, Sealed Air Corporation, and Diversey, Inc.

“Adding an individual of Terry’s talent and extensive executive experience to AzurRx’s Board of Directors is an achievement for our company and our shareholders,” said James Sapirstein, Chairman, President and CEO of AzurRx. “Terry brings to AzurRx unrivaled financial and operational experience, which will be critical to our growth and long-term success. On behalf of the Board, I am pleased to welcome Terry to AzurRx and look forward to benefitting from her knowledge and expertise.”

Ms. Coelho joined BioDelivery Sciences in January 2019 and previously served as the Chief Financial Officer and Treasurer. Prior to her tenure at BioDelivery Sciences, Ms. Coelho served as Chief Financial Officer and Treasurer at Balchem Corporation (NASDAQ: BCPC) from October 2017 to October 2018. From September 2017 to October 2017, she served as Chief Operating Officer for Diversey, Inc., a multibillion-dollar global private equity carve-out from Sealed Air, and held senior finance positions at Diversey Care from October 2014 through August 2017, including as Chief Financial Officer for Diversey Care. Ms. Coelho has also served in other senior finance leadership roles, including Global Head of Oncology Development Finance at Novartis from 2007 to 2014. Ms. Coelho earned an MBA in Finance from IBMEC in Brazil and Bachelor of Arts degrees in Economics and International Relations, summa cum laude, from The American University School of International Service in Washington, DC. She has led Women’s Networking ERGs and is a founding Steering Committee Member of the CFO Leadership Council – Charlotte chapter.

“I am honored to be joining the Board of AzurRx BioPharma,” said Ms. Coelho. “My goal is to utilize my extensive financial background in both pharma and other industries to help AzurRx achieve its full growth potential. Both shareholders and patients have the opportunity to benefit from what I believe to be important therapeutic advancements being developed by AzurRx for the treatment of COVID-19 related GI disease, Immune Checkpoint Inhibitor-associated colitis, and exocrine pancreatic insufficiency.”

About AzurRx BioPharma, Inc.

AzurRx BioPharma, Inc. (NASDAQ: AZRX) is a clinical stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases. The Company has a pipeline of two gut-restricted GI assets in three clinical indications. The lead therapeutic candidate is MS1819, a recombinant lipase for the treatment of exocrine pancreatic insufficiency (EPI) in patients with cystic fibrosis and chronic pancreatitis. AzurRx is also advancing two clinical programs using proprietary formulations of niclosamide, a small molecule with anti-viral and anti-inflammatory properties: FW-1022, for COVID-19 gastrointestinal infections and FW-420, for Grade 1 and Grade 2 Immune Checkpoint Inhibitor-associated colitis and diarrhea in advanced stage oncology patients. The Company is headquartered in Boca Raton, Florida with clinical operations in Hayward, California. For more information visit www.azurrx.com.

Forward-Looking Statement

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including risks and uncertainties related to market conditions; whether results obtained in preclinical and nonclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether preliminary or interim results from a clinical trial will be indicative of the final results of the trial; the size of the potential markets for the Company’s drug candidates and its ability to service those markets; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, under the heading “Risk Factors,” as well as the Company’s subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

For more information:

AzurRx BioPharma, Inc.

777 Yamato Road, Suite 502

Boca Raton, FL 33431

Phone: (561) 589-7020

info@azurrx.com

Media contact:

Tiberend Strategic Advisors, Inc.

Johanna Bennett / David Schemelia

(212) 375-2665 / (609) 468-9325

jbennett@tiberend.com / dschemelia@tiberend.com