(Exact name of registrant as specified in its charter.)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
Common Stock, par value $0.0001 per share
AZRX
Nasdaq Capital Market
The information required by this Item 3.01 is set forth under Item 8.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
As previously disclosed, on December 20, 2019, AzurRx BioPharma, Inc. (the "Company") issued Edward J. Borkowski ("Borkowski"), the Chairman of the Board of Directors of the Company, (i) a Senior Convertible Promissory Note (the "Borkowski Note"), in the aggregate principal amount of $100,000 (the "Borkowski Note"), convertible into shares of the Company's common stock, par value $0.001 per share ("Common Stock") at a price of $0.97 per share (the "Conversion Price"), and (ii) a warrant to purchase shares of the Company's Common Stock with an exercise price of $1.07 per share. This issuance was part of a broader private offering to accredited investors (the "Private Offering"), as previously disclosed in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 30, 2019, January 6, 2020 and January 14, 2020.
On May 27, 2020, in connection with ongoing discussions with The Nasdaq Stock Market LLC regarding compliance with Listing Rule 5635 in the context of the Private Offering, the Company determined that its prior issuance of the Borkowski Note was inadvertently not in compliance with Listing Rule 5635(c). To remediate this non-compliance, on June 1, 2020, the Company and Mr. Borkowski promptly entered into an amendment to the Borkowski Note to increase the Conversion Price to $1.07 per share. Accordingly, the non-compliance with Listing Rule 5635(c) was remediated, and the Company is now compliant with Listing Rule 5635(c) with respect to the Borkowski Note. Discussions with The Nasdaq Stock Market LLC remain ongoing regarding compliance with Listing Rule 5635(d).
AzurRx BioPharma, Inc. |
By: | /s/ James Sapirstein |
Name: James Sapirstein | |
Title: President and Chief Executive Officer |