Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - AzurRx BioPharma, Inc. | ex1-1.htm |
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): October 11,
2016
AzurRx BioPharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37853
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46-4993860
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(Commission File
Number)
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(IRS Employer
Identification No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, New York 11226
(Address of principal executive offices and zip code)
(646) 699-7855
(Registrant's
telephone number including area code)
(Registrant's
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 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(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ]
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))
Item 1.01. Entry into a Material Definitive
Agreement.
On
October 11, 2016, AzurRx BioPharma Inc. (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with WallachBeth Capital, LLC
and Network 1 Financial Securities, Inc. (the
“Underwriters”), as representatives of the several
underwriters named in Schedule I to the Underwriting Agreement,
related to the Company’s initial public offering of 960,000
shares of the Company’s common stock, at a price of $5.50 per
share, less $0.605 constituting the underwriting commissions and
non-accountable expense allowance. Under the terms of the
Underwriting Agreement, the Company has granted the Underwriters an
option, exercisable for 45 days, to purchase up to an additional
144,000 shares of common stock to cover over-allotments, if any.
Total gross proceeds from the offering were
$5,280,000.
The
offering was made pursuant to the Company’s effective
registration statement on Form S-1, as amended (Registration
Statement No. 333-212511), filed with the Securities and Exchange
Commission. The Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report and the description of the material terms of
the Underwriting Agreement is qualified in its entirety by
reference to such exhibit.
Item 8.01 Other Events.
On October 11, 2016, the
Company issued a press release announcing that it had priced the
initial public offering described in Item 1.01 of this Current
Report. The Company’s press release is filed as Exhibit 99.1
to this Current Report and is incorporated herein by
reference.
Item 9.01. Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated October 11, 2016.
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99.1
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Press
Release dated October 11, 2016.
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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 thereunto duly authorized.
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AZURRX BIOPHARMA,
INC.
By:
/s/ Johan M. (Thijs)
Spoor
Name:
Johan M. (Thijs) Spoor
Title:
President and CEO
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Dated:
October 14, 2016