Attached files
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): July 16, 2020
Commission
File Number: 021-214723
AzurRx BioPharma, Inc.
(Exact
name of registrant as specified in its charter.)
Delaware
(State
or other jurisdiction of incorporation or
organization)
46-4993860
(IRS
Employer Identification No.)
760 Parkside Ave., Suite 304, Brooklyn, New York 11226
(Address
of principal executive offices)
646-699-7855
(Registrant's
Telephone number)
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)
[X]
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))
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
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Common
Stock, par value $0.0001 per share
|
AZRX
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Nasdaq
Capital Market
|
Item 1.01 Entry into a Definitive Material Agreement.
Private Placement and Exchange; Purchase Agreement
On July
16, 2020 (the “Closing Date”), AzurRx BioPharma, Inc.
(the “Company”) consummated a private placement offering (the
“Private Placement”) whereby the Company entered into a
Convertible Preferred Stock and Warrant Securities Purchase
Agreement (the “Purchase Agreement”) with certain
accredited and institutional investors (the
“Investors”). Pursuant to the Purchase Agreement, the
Company issued an aggregate of 2,912.583124 shares of Series B
Convertible Preferred Stock, par value $0.0001 per share (the
“Series B Preferred Stock”), at a price of $7,700.00
per share, initially convertible into an aggregate of 29,125,833
shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) at $0.77 per share, together
with warrants (the “Series B Warrants”) to purchase an
aggregate of 14,562,957 shares of Common Stock at an exercise price
of $0.85 per share. The amount of the Series B Warrants is equal to
50% of the shares of Common Stock into which the Series B Preferred
Stock is initially convertible.
In
connection with the Private Placement, an aggregate of 1,975.578900
shares of Series B Preferred Stock initially convertible into
19,755,795 shares of Common Stock and related 7,379,790 Series B
Warrants were issued for cash consideration, resulting in aggregate
gross proceeds to the Company of approximately $15.2 million in the
Private Placement.
In
addition, the balance of an aggregate of 937.004221 shares of
Series B Preferred Stock initially convertible into 9,370,039
shares of Common Stock and related Series B Warrants to purchase
4,685,040 shares of Common Stock was issued to certain Investors
(the “Exchange Investors”) in exchange for
consideration consisting of approximately $6.9 million aggregate
outstanding principal amount, together with accrued and unpaid
interest thereon through the Closing Date of approximately $0.3
million, of certain Senior Convertible Promissory Notes (the
“Promissory Notes”) issued between December 20, 2019
and January 9, 2020 (the “Exchange”), pursuant to an
Exchange Addendum (the “Exchange Addendum”) executed by
the Company and the Exchange Investors. As additional consideration
to the Exchange Investors, the Company also issued certain
additional warrants (the “Exchange Warrants”) to
purchase an aggregate of 1,772,972 shares of Common Stock at an
exercise price of $0.85 per share. The amount of the Exchange
Warrants is equal to 25% of the shares of Common Stock into which
such Promissory Notes were originally convertible upon the initial
issuance thereof. The terms of the Exchange Warrants are otherwise
the same as the terms of the Series B Warrants. The Company
anticipates prepaying the outstanding balance of $25,000 aggregate
principal amount of Promissory Notes, together with accrued and
unpaid interest thereon through such prepayment date, held by
non-participating holders in the Exchange, following which no
Promissory Notes will remain outstanding. The Company will use the
remaining net proceeds of the Private Placement, less placement
agent fees and expenses, for corporate and general working capital
purposes, including its clinical trials.
Each
of (i) James Sapirstein, President, Chief Executive Officer and
Non-Independent Director, (ii) Edward J. Borkowski, Chairman of the
Board of Directors of the Company (the “Board”), and
(iii) Edmund Burke Ross, Jr., a stockholder that beneficially owns
greater than 5% of the number of shares of Common Stock outstanding
are participating in the Private Placement on the same terms and
conditions as the other Investors. Mr. Saperstein purchased
$100,000 worth of Series B Convertible Preferred Stock and related
Series B Warrants for cash, and Mr. Borkowski purchased $250,000
worth of Series B Convertible Preferred Stock and related Series B
Warrants for cash and exchanged $105,129 of Promissory Notes
(including outstanding principal amount and accrued and unpaid
interest thereon) for Series B Convertible Preferred Stock and
related Series B Warrants and Exchange Warrants in the Exchange.
Mr. Ross exchanged $785,877 of Promissory Notes (including
outstanding principal amount and accrued and unpaid interest
thereon) for Series B Convertible Preferred Stock and related
Series B Warrants and Exchange Warrants in the Exchange. Mr.
Sapirstein’s and Mr. Borkowski’s participation in the
Private Placement and the Exchange, as applicable, is conditioned
on the Stockholder Approval (as defined below) in accordance with
Nasdaq Listing Rule 5635(c).
-1-
Placement Agent Compensation
Alexander Capital
L.P. (“Alexander”) acted as placement agent for the
Private Placement pursuant to an engagement letter dated May 1,
2020 (the “Engagement Letter”). The Company has agreed
to pay Alexander 9.0% of the gross cash proceeds received by the
Company from Investors introduced by Alexander and 4.0% of the
gross cash proceeds received by the Company from all other
Investors, or approximately $1.3
million. The Company has also agreed to pay Alexander a
non-accountable cash fee equal to 1.0% of the gross cash proceeds
in the Private Placement and a cash financial advisory fee equal to
3.0% of the outstanding principal balance of the Promissory Notes
that were submitted in the Exchange, excluding certain specified
holders, or approximately $0.3 million
in additional cash fees in the aggregate. Also, pursuant to
the terms of the Engagement Letter, the Company has agreed to
reimburse Alexander for up to $100,000 in legal and other
out-of-pocket expenses.
In
addition, the Company has agreed to issue to Alexander, or its
designees, warrants (the “Placement Agent Warrants”) to
purchase up to 7.0% of the aggregate number of shares of Common
Stock underlying the Series B Preferred Stock sold for cash
consideration in the Private Placement, or 1,377,458 shares. The Placement Agent
Warrants will have substantially the same terms as the Series B
Warrants, except that the Placement Agent Warrants will have an
exercise price equal to $1.06 per share, will not be callable, will
provide for cashless exercise, and will not be exercisable until
the earlier of the Stockholder Approval (as defined below) and the
date that is six months following the issuance
thereof.
The
Company received net cash proceeds from the Private Placement after
deducting the placement agent compensation and expenses of
approximately $13.5 million.
Terms of Series B Preferred Stock
Pursuant
to the Private Placement and the Purchase Agreement, for purposes
of complying with Nasdaq Listing Rule 5635(c) and 5635(d), the
Company is required to hold a meeting of its stockholders not later
than 60 days following the Closing Date to seek approval (the
“Stockholder Approval”) for, among other things, the
issuance of shares of Common Stock upon (i) full conversion of the
Series B Preferred Stock; and (ii) full exercise of the Series B
Warrants and the Exchange Warrants. In the event the Stockholder
Approval is not received on or prior to the 90th day following the
Closing Date, subject to extension upon the prior written approval
of the holders of at least a majority of the Series B Preferred
Stock then outstanding (the “Stockholder Approval
Deadline”), the Company is required to repurchase all of the
then outstanding shares of Series B Preferred Stock at a price
equal to 150% of the then applicable Liquidation Preference (as
defined below), in cash. Pursuant to the Purchase Agreement, the
Board is required to support the Stockholder Approval, subject to
customary fiduciary obligations, and each Investor has agreed to
vote in favor of the Stockholder Approval.
Under the Certificate of Designations of the
Series B Preferred Stock (the “Certificate of
Designations”), subject to the Stockholder Approval, each
share of Series B Preferred Stock will be convertible, at the
holder’s option at any time, into Common Stock at a
conversion rate equal to the quotient of (i) the $7,700 stated
value (the “Series B Stated Value”) divided by (ii) the
initial conversion price of $0.77, subject to specified adjustments
for stock splits, cash or stock dividends, reorganizations,
reclassifications other similar events as set forth in
the Certificate of Designations. In addition, subject
to the Stockholder Approval, if at any
time after the six month anniversary of the Closing Date, the
closing sale price per share of Common Stock exceeds 250% of the
initial conversion price, or $1.925, for 20 consecutive trading
days, then all of the outstanding shares of Series B Preferred
Stock will automatically convert (the “Automatic
Conversion”) into such number of shares of Common Stock as is
obtained by multiplying the number of shares of Series B Preferred
Stock to be so converted, plus the amount of any accrued and unpaid
dividends thereon, by the Series B Stated Value per share and
dividing the result by the then applicable conversion
price.
The
Series B Preferred Stock will contain limitations that prevent the
holder thereof from acquiring shares of Common Stock upon
conversion (including pursuant to the Automatic Conversion) that
would result in the number of shares beneficially owned by such
holder and its affiliates exceeding 9.99% of the total number of
shares of Common Stock outstanding immediately after giving effect
to the conversion, which percentage may be increased or decreased
at the holder’s election not to
exceed 19.99%.
-2-
Each
holder of shares of Series B Preferred Stock, in preference and
priority to the holders of all other classes or series of stock of
the Company, is entitled to receive dividends, commencing from the
date of issuance. Such dividends may be paid by the Company only
when, as and if declared by the Board, out of assets legally
available therefore, semiannually in arrears on the last day of
June and December in each year, commencing December 31, 2020, at
the dividend rate of 9.0% per year, which is cumulative and
continues to accrue on a daily basis whether or not declared and
whether or not the Company has assets legally available therefore.
The Company may pay such dividends at its option either in cash or
in kind in additional shares of Series B Preferred Stock (rounded
down to the nearest whole share), provided the Company must pay in
cash the fair value of any such fractional shares in excess of
$100.00. In the event that a registration statement pursuant to the
Registration Rights Agreement (as defined below) has not been
declared effective on or prior to the date that is 30 days after
the date of the Stockholder Approval (or 30) days after the date of
the Stockholder Approval if the Securities and Exchange Commission
(the “SEC”) conducts a full review of such registration
statement), the dividend rate will be adjusted to equal a fixed
rate of one and one half percent 1.5% per calendar
month.
Under
the Certificate of Designations, each share of Series B
Preferred Stock carries a liquidation preference equal to the
Series B Stated Value (as adjusted thereunder) plus accrued and
unpaid dividends thereon (the “Liquidation
Preference”).
After
the date of the Stockholder Approval, in the event the Company
effects any issuance by the Company or any of its subsidiaries of
Common Stock or Common Stock equivalents for cash consideration, or
a combination of units thereof (a “Subsequent
Financing”), the holders of the Series B Preferred Stock have
the right, subject to certain exceptions set forth in the
Certificate of Designations, at its option, to exchange (in lieu of
cash subscription payments) all or some of the Series B Preferred
Stock then held (with a value per share of Series B Preferred Stock
equal to the Liquidation Preference) for any securities or units
issued in a Subsequent Financing on dollar-for-dollar
basis.
The
holders of the Series B Preferred Stock, voting as a separate
class, will have customary consent rights with respect to certain
corporate actions of the Company. The Company may not take the
following actions without the prior consent of the holders of at
least a majority of the Series B Preferred Stock then outstanding:
(a) authorize, create, designate, establish, issue or sell an
increased number of shares of Series B Preferred Stock or any other
class or series of capital stock ranking senior to or on parity
with the Series B Preferred Stock as to dividends or upon
liquidation; (b) reclassify any shares of Common Stock or any other
class or series of capital stock into shares having any preference
or priority as to dividends or upon liquidation superior to or on
parity with any such preference or priority of Series B Preferred
Stock; (c) amend, alter or repeal the Certificate of Incorporation
or Bylaws of the Company and the powers, preferences, privileges,
relative, participating, optional and other special rights and
qualifications, limitations and restrictions thereof, which would
adversely affect any right, preference, privilege or voting power
of the Series B Preferred Stock; (d) issue any indebtedness or debt
security, other than trade accounts payable, insurance premium
financings and/or letters of credit, performance bonds or other
similar credit support incurred in the ordinary course of business,
or amend, renew, increase, or otherwise alter in any material
respect the terms of any such indebtedness existing as of the date
of first issuance of shares of Series B Preferred Stock; (e)
redeem, purchase, or otherwise acquire or pay or declare any
dividend or other distribution on (or pay into or set aside for a
sinking fund for any such purpose) any capital stock of the
Company; (f) declare bankruptcy, dissolve, liquidate, or wind up
the affairs of the Company; (g) effect, or enter into any agreement
to effect, a Change of Control (as defined in the Certificate of
Designations); or (h) materially modify or change the nature of the
Company’s business.
-3-
Terms of Series B Warrants and Exchange Warrants
The Series B Warrants are exercisable at a price
of $0.85 per share, subject to adjustment, for that number of shares of Common Stock (the
“Series B Warrant Shares”) equal to 50% of the total
number of shares of Common Stock issuable upon conversion of the
shares of Series B Preferred Stock purchased by each Investor, or
14,524,054 shares in the aggregate. The Series B Warrants expire
five years from the date of issuance and, in the event that the
Company has not obtained the Stockholder Approval on or prior to
the 90th day following the Closing Date, the Investors must
surrender the Warrants to the Company for cancellation in
connection with the Company’s repurchase of the Series B
Preferred Stock a 150% premium, as described above. The holders of
the Series B Warrants may exercise the Series B Warrants on a
cashless basis, solely to the extent no resale registration
statement (or applicable exemption from registration) is available
at the time of exercise. The Company is prohibited from effecting
an exercise of any Series B Warrants to the extent that such
exercise would result in the number of shares of Common Stock
beneficially owned by such holder and its affiliates exceeding
9.99% of the total number of shares of Common Stock outstanding
immediately after giving effect to the exercise, which percentage
may be increased or decreased at the holder’s election not to
exceed 19.99%. The Series B Warrants will not be exercisable
until the Stockholder Approval is obtained and will expire unvested
to the extent the Stockholder Approval is not obtained on or before
the Stockholder Approval Deadline.
As
additional consideration for the Exchange, the Company has also
agreed to issue solely to the Exchange Investors, in addition to
the Series B Warrants, Exchange Warrants representing the right to
purchase, at an exercise price equal to $0.85 per share, that
number of shares of Common Stock (the “Exchange Warrant
Shares”), assuming conversion of the entire balance of such
Exchange Investor’s Promissory Note, equal to 25% of the
shares of Common Stock into which such Promissory Note was
originally convertible upon the initial issuance thereof, or
1,772,972 shares in the aggregate. The Exchange Warrants have the
same terms as the Series B Warrants including with respect to the
exercisability and expiration thereof.
In addition, the Series B Warrants and the
Exchange Warrants, are subject to a call provision.
If at any time, the closing sale price
per share of Common Stock exceeds 350% of the then applicable
exercise price for 20 consecutive trading days, or $2.975 based on
the initial exercise price on the Closing Date, the Company
at its sole option may provide notice to the holders of the
Series B Warrants and the Exchange
Warrants (the “Call Notice”), to exercise the Series B Warrant Shares and
Exchange Warrant Shares (the “Called Warrant Shares”).
If the warrants are not exercised by the 10th trading day following
the Call Notice, the Company will remit to the holders $0.01
per Called Warrant Share, and the
related portion of the Series B Warrants and Exchange Warrants will
be cancelled.
Registration Rights Agreement
In connection with the Private Placement, the
Company entered into a registration rights agreement, dated as of
July 16, 2020 (the “Registration Rights Agreement”),
with the Investors, pursuant to which the Company will undertake to
file, within 10 days following the Closing Date, a registration
statement to register the shares of Common Stock issuable upon
conversion of the shares of Series B Preferred Stock issuable
pursuant to the Purchase Agreement and upon exercise of the Series
B Warrants and the Exchange Warrants (the “Registrable
Securities”); and to cause such registration statement to be
declared effective by the SEC promptly following the Stockholder Approval, but
in no event later than thirty 30 days after the date of the
Stockholder Approval (or 60 days after the date of the Stockholder
Approval if the SEC conducts a full review of the registration
statement) and maintain the effectiveness of the registration
statement until all such shares of Common Stock registered have
been sold or are otherwise able to be sold pursuant to Rule 144.
The Registration Rights Agreement also provides
for piggy-back registration rights, subject to the terms
and conditions of the Registration Rights
Agreement.
Copies
of the form of Certificate of Designations and the Purchase
Agreement, including the form of Exchange Addendum, are attached
hereto as Exhibits 3.1 and 10.1, respectively, and are incorporated
herein by reference. A copy of the form of Series B Warrant,
Exchange Warrant and Placement Agent Warrant is attached hereto as
Exhibit 4.1 and is incorporated herein by reference. A copy of the
Registration Rights Agreement is attached hereto as Exhibit 10.2
and incorporated herein by reference. The foregoing summaries of
certain of the material terms of the Certificate of Designations,
the Purchase Agreement, the Series B Warrants, the Exchange
Warrants, the Placement Agent Warrants and the Registration Rights
Agreement are qualified in their entirety by reference to the
documents attached as exhibits hereto.
-4-
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
The
Company plans to file with the SEC and mail to its stockholders a
proxy statement in connection with the Private Placement and the
Exchange. The proxy statement will contain important information
about the Company, the Private Placement, the Exchange and related
matters. Investors and other security holders are urged to read the
proxy statement carefully when it is available. Investors and other
security holders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by the Company
through the SEC’s website at www.sec.gov. In
addition, Investors and other security holders will be able to
obtain free copies of the proxy statement from the Company by
contacting the Chief Financial Officer at (646)
699-7855.
The
Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies with respect to
Private Placement and the Exchange. Additional information
regarding interests of such participants is included in the
Company’s Annual Report on Form 10-K, as amended, for
the year ended December 31, 2019, which was filed with the SEC on
March 30, 2020 and amended on April 29, 2020.
This
release does not constitute an offer to sell or the solicitation of
an offer to buy any security. The securities offered have not been
registered under the Securities Act or applicable state securities
laws and may not be offered or sold in the united states or any
state thereof absent registration under the Securities Act and
applicable state securities laws or an applicable exemption from
registration requirements.
Item 3.02 Unregistered Sales of Equity
Securities.
The
information set forth above in Item 1.01 is hereby incorporated by
reference into this Item 3.02. The issuance of the Series B
Preferred Stock, the Series B Warrants, the Exchange Warrants and
the Placement Agent Warrants and any related shares of Common Stock
was made pursuant to Section 4(2) of the Securities Act, and the
rules promulgated thereunder, to accredited investors.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Amendment to Incentive Plan
On July
16, 2020, the Board approved an amendment to the Company’s
2014 Omnibus Equity Incentive Plan (the “Incentive
Plan”). The amendment eliminates individual grant limits
under the Incentive Plan that were intended to comply with the
exemption for “performance-based compensation” under
Section 162(m) of the Internal Revenue Code, which section has
been repealed. A copy of the amendment is filed as Exhibit 10.3
hereto and is incorporated by reference herein.
Option Grants
Effective July 16,
2020, the Board authorized the grant of
stock options covering a total of 2,040,000 shares of
Common Stock under the Incentive Plan to certain employees,
officers and directors. Such options each have an exercise price of
$0.85 per share, the closing sale price of the Common Stock on
their date of grant. James Sapirstein, Chief Executive Officer,
received options to purchase up to 1,200,000 shares of the Common
Stock, 600,000 of which will vest in equal monthly installments
over a term of three years commencing on the one month anniversary
of the issuance date, and 600,000 of which will vest upon the
achievement of certain strategic milestones specified by the
Compensation Committee of the Board. Daniel Schneiderman, Chief
Financial Officer, received options to purchase up to 250,000
shares of Common Stock and James E. Pennington, Chief Medical
Officer, received options to purchase up to 300,000 shares of
Common Stock, each vesting in equal monthly installments over a
term of three years commencing on the one month anniversary of the
issuance date.
In
addition, effective July 16, 2020, the Board also approved an
amended and restated option grant to Daniel Schneiderman, amending
and restating a grant previously made on January 2, 2020, to reduce
the amount of shares issuable upon exercise of such option to be
the maximum number of shares Mr. Schneiderman was eligible to
receive under the Incentive Plan on the original grant date (or
300,000 shares), due to the Incentive Plan provisions relating to
the Section 162(m) limitations described above. The Board also
approved the issuance of a replacement option covering the balance
of shares intended to be issued at that time (or 35,006 shares).
The amended and restated option has an exercise price of $1.03, the
closing sale price of Common Stock on January 2, 2020, which was
the date of its original grant, and the replacement option has an
exercise price of $0.85, the closing sale price of the Common Stock
on its date of grant. Both the amended and restated option and the
replacement option vest over a term of three years, in 36 equal
monthly installments on each monthly anniversary of January 2,
2020.
-5-
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
In
connection with the closing of the Private Placement and the
Exchange described in item 1.01 above, on July 16, 2020, the
Company filed with the Secretary of State of the State of Delaware
the Certificate of Designations, which became immediately
effective. The information contained in Item 1.01 related to the
Certificate of Designations and the terms of the Series B Preferred
Stock is hereby incorporated by reference into this Item
5.03.
Item 5.08 Shareholder Director Nominations.
The
Company has scheduled its 2020 annual meeting of stockholders (the
“2020 Annual Meeting”) to be held on September 11, 2020
at 9:00 a.m., Eastern time at the offices of Lowenstein Sandler LLP
located at One Lowenstein Drive, Roseland, New Jersey, 07068, or at
such other time and location to be determined by the authorized
officers of the Company and set forth in the Company's proxy
statement for the Annual Meeting, and established July 31, 2020, as
the record date for determining stockholders entitled to notice of,
and to vote at, the 2020 Annual Meeting.
Because
the date of the 2020 Annual Meeting will be more than 30 days from
the anniversary of the Company’s 2019 annual meeting of
stockholders, the deadline for submission of proposals by
stockholders for inclusion in the Company’s proxy materials
in accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), will be 5:00
p.m. Eastern Time on July 24, 2020 (the “Proposal
Deadline”), which the Company has determined to be a
reasonable time before it expects to begin to print and distribute
its proxy materials prior to the 2020 Annual Meeting. Any such
proposal must also meet the requirements set forth in the rules and
regulations of the Exchange Act in order to be eligible for
inclusion in the proxy materials for the 2020 Annual Meeting, and
should be sent in writing to the Corporate Secretary at the
following address: AzurRx BioPharma, Inc., Attention: Chief
Financial Officer, 760 Parkside Avenue, Downstate Biotechnology
Incubator, Suite 304, Brooklyn, NY 11226.
In
addition, in accordance with Rule 14a-4(c) under the Exchange Act,
for any stockholder proposal for which notice is received after the
Proposal Deadline, the Company’s proxy statement and form of
proxy will provide that the persons named as proxies therein in
will have discretionary authority to vote on such stockholder
proposal.
Item 7.01. Regulation FD Disclosure.
On July
20, 2020, the Company issued a press release relating to the
information set forth above, a copy of which is furnished as
Exhibit 99.1.
-6-
Item
9.01.
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Certificate
of the Designations, Powers, Preferences and Rights of Series B
Convertible Preferred Stock.
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Form of
Warrant.
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Form of
Purchase Agreement, by and among the Company and the investors set
forth on the signature pages thereto, including the form of
Exchange Addendum.
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Form of
Registration Rights Agreement, by and among the Company and the
investors set forth on the signature pages thereto.
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First
Amendment to 2014 Omnibus Equity Incentive Plan.
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Press
Release dated July 20, 2020.
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-7-
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.
AzurRx BioPharma, Inc.
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Date:
July 20, 2020
By:
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/s/ James
Sapirstein
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Name: James Sapirstein
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Title: President and Chief Executive Officer
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