Attached files
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): June 5, 2017
AZURRX BIOPHARMA, INC.
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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))
Item 1.01
Entry into a Material Definitive Agreement
The
information in Item 3.02 of this Current Report on Form 8-K is
hereby incorporated by reference into this
Item 1.01.
Item 3.02
Unregistered Sales of Equity Securities.
On June
5, 2017, AzurRx BioPharma, Inc. (the “Company”) entered
into Securities Purchase Agreements (the “Purchase
Agreement”) with certain accredited investors
(“Investors”), pursuant to which the Company issued an
aggregate of 1,428,572 units for $3.50 per unit, with each unit
consisting of one share of common stock, $0.0001 par value
(“Common Stock”), one Series A Warrant to purchase 0.25
shares of Common Stock at $4.00 per share exercisable immediately
through December 31, 2017, and one Series A-1 Warrant to purchase
0.75 shares of Common Stock at $5.50 per share exercisable
beginning six months from the date of issuance through June 5, 2022
(the "Financing"). At closing of the Financing, the Company issued
an aggregate of 1,428,572 shares of Common Stock, Series A Warrants
to purchase up to 357,143 shares of Common Stock, and Series A-1
Warrants to purchase up to 1,071,429 shares of Common Stock,
resulting in gross proceeds of $5.0 million.
Placement agent
fees of $302,240.92 were paid to Alexander Capital L.P., based on
8% of the aggregate principal amount of the units issued to certain
investors identified by Alexander Capital (“Alexander
Investors”), and warrants to purchase 75,560 shares of Common
Stock were issued to Alexander Capital (the
“Placement Agent Warrants”), reflecting warrants
for that number of shares of Common Stock equal to 7% of the
aggregate number of shares of Common Stock purchased by Alexander
Investors. The Placement Agent Warrants are exercisable beginning
December 2, 2017 at a fixed price of $6.05 per share, through June
5, 2022.
The
Company also entered into a Registration Rights Agreement granting
the Investors certain registration rights with respect to the
shares of Common Stock issued in connection with the Financing, as
well as the shares of Common Stock issuable upon exercise of the
Series A Warrants and Series A-1 Warrants (together,
“Warrants”).
The
issuance of the Common Stock and the Warrants was exempt from the
registration requirements of the Securities Act of 1933, as
amended, in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as
provided in Rule 506 of Regulation D promulgated thereunder. The
Common Stock and Warrants, and the Common Stock issuable upon
exercise of the Warrants, have not been registered under the
Securities Act or any other applicable securities laws, and unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act.
The
foregoing description of the Purchase Agreement, Registration
Rights Agreement, Series A Warrant and Series A-1 Warrant are
summaries, and are qualified by reference to such documents, which
are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively.
Item
8.01
Other
Events
On June
8, 2017, the Company issued a press release announcing the closing
of the Financing. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits
See
Exhibit
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:
June 9, 2017
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By:
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/s/
Johan
M. Spoor
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Name: Johan M. Spoor
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Title: Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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Form of
Securities Purchase Agreement, dated June 5, 2017
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Form
of Registration Rights Agreement, dated June 5, 2017
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Series
A Warrant, dated June 5, 2017
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Series
A-1 Warrant, dated June 5, 2017
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Press
Release dated June 8, 2017
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