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): September 21, 2021

 

First Wave 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

 

AzurRx BioPharma, Inc.

(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

FWBI

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

 

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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Name Change (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 21, 2021, First Wave BioPharma, Inc. (formerly AzurRx BioPharma, Inc.) (the “Company”) announced that it had filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware, giving effect to the its previously disclosed name change from AzurRx BioPharma, Inc. to First Wave BioPharma, Inc.  The amendment became effective immediately upon filing.

 

In connection with the name change, the Company’s common stock will commence trading on the NASDAQ Capital Market under a new symbol “FWBI” and CUSIP number (33749P101) at the market open on September 22, 2021.

 

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure.

 

On September 21, 2021, the Company issued a press release relating to the matters described herein, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AzurRx BioPharma, Inc., dated September 21, 2021.

99.1

Press Release Announcing the Name Change and Symbol Change, dated September 21, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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.

 

First Wave BioPharma, Inc.

September 21, 2021

By:

/s/ Daniel Schneiderman

Name:

Daniel Schneiderman

Title:

Chief Financial Officer

 

 
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