Current Report Filing (8-k)
May 14 2019 - 4:06PM
Edgar (US Regulatory)
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): May 9, 2019
AZURRX
BIOPHARMA, INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
|
001-37853
|
46-4993860
|
(State or Other
Jurisdiction of
Incorporation or
Organization)
|
(Commission File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New York
|
|
11226
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(Address of
principal executive offices)
|
|
(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))
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)
☒
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 ☐
Title
of Each Class
|
Trading
Symbol
|
Name
of Each Exchange on Which Registered
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Common stock, par value $0.0001 per share
|
AZRX
|
Nasdaq Capital Market
|
Item 1.01. Entry into a Material Definitive
Agreement.
On May 9, 2019, AzurRx BioPharma, Inc. (the
“
Company
”) entered into a Selling Agent
Agreement (the “
Selling Agent
Agreement
”) with
Alexander Capital, L.P. (“
Alexander
Capital
”), pursuant to
which Alexander Capital agreed to act as selling agent in
connection with a public offering of shares of the
Company’s common stock, par value $0.0001 per share
(“
Common
Stock
”) (the
“
Offering
”). Pursuant to the Selling Agent Agreement,
the Company agreed to pay Alexander Capital a cash fee equal to
7.0% of the aggregate gross proceeds of the Offering and to issue
Alexander Capital warrants to purchase a number of shares of Common
Stock equal to 3.0% of the aggregate number of shares of Common
Stock sold in the Offering. The Company also agreed to reimburse
Alexander Capital for its expenses in connection with the Offering
on a non-accountable basis in an amount equal to 1.0% of the gross
proceeds of the Offering and up to $50,000 for other accountable
expenses.
On May 13, 2019, the Company offered and sold a
total of 1,227,167 shares of Common Stock in connection with the
Offering at a public offering price of $2.35 per share. As a
result, the Company received net proceeds of approximately $2.55
million, after deducting the selling agent fee payable to Alexander
Capital and other Offering expenses payable by the Company. In
connection with the closing of the Offering and pursuant to the
Selling Agent Agreement, the Company issued warrants to Alexander
Capital to purchase up to 36,815 shares of Common Stock (the
“
Selling Agent
Warrants
”). The Selling
Agent Warrants will become exercisable one year from the date of
issuance, expire on May 9, 2024 and have an exercise price of
$2.82 per share.
The Offering was conducted pursuant to the
Company’s effective shelf registration statement on Form S-3
(File No. 333-226065), filed with the Securities and Exchange
Commission (“
SEC
”) on July 3, 2018, and declared effective
on July 12, 2018. A prospectus supplement and the accompanying base
prospectus relating to the Offering was filed with the SEC on May
9, 2019. The Selling Agent Warrants were offered and sold without
registration under the Securities Act of 1933, as amended (the
“
Securities
Act
”), pursuant to the
exemption provided in Section 4(a)(2) under the
Securities Act and Regulation D promulgated
thereunder.
The
foregoing
description of the Selling Agent Warrants and Selling Agent
Agreement does not purport to be complete, and are qualified in
their entirety by reference to the form of Selling Agent Warrants
and Selling Agent Agreement that are filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K and
incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
See
Item 1.01 above.
Item 9.01.
Financial
Statements and Exhibits.
See
Exhibit Index.
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: May 14,
2019
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By:
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/s/ Johan M.
Spoor
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|
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Name: Johan M. Spoor
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|
|
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Title: Chief Executive Officer
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Exhibit
Index
Exhibit
Number
|
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Description
|
|
|
|
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Form
of Selling Agent Warrant
|
|
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Opinion
of Disclosure Law Group, a Professional Corporation
|
|
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Selling
Agent Agreement, by and between AzurRx BioPharma, Inc. and
Alexander Capital, L.P., dated May 9, 2019
|
|
|
Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
|
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