AZURRX BIOPHARMA, INC. (NASDAQ:AZRX) Files An 8-K Entry into a Material Definitive Agreement

As previously reported, on June 5, 2017, AzurRx BioPharma, Inc. (the “Company”) entered into Securities Purchase Agreements with certain accredited investors 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 “June 2017 Private Placement”).

Also, as previously reported, commencing on October 14, 2014, the Company issued warrants to purchase shares of Common Stock in conjunction with the issuance of original issuance discount notes (“OID Notes”). These warrants are exercisable for five years beginning six months after the issue date for $5.58 per share, and provide to the holders thereof certain registration rights (the “OID Warrants”). Subsequently, on October 14, 2016, the Company completed an initial public offering (“IPO”) of 960,000 shares of Common Stock at a price of $5.50 per share and, concurrent with the IPO, the Company issued certain securities, including 717,540 warrants with a five-year term to holders of the OID Notes in exchange for their agreement not to sell their shares for six months following the IPO with an exercise price equal to the IPO price (the “Lock-Up Warrants”). The Company also issued warrants to Alexander Capital, LP (“Alexander Capital”) as consideration, in part, for its services as placement agent in connection with the issuance of the OID Notes and the June 2017 Private Placement (the “Placement Agent Warrants”). The Placement Agent Warrants are each exercisable over a five-year term and have exercise prices ranging from $7.38 to $5.58 per share.

As previously reported in the Current Report on Form 8-K filed by the Company on January 5, 2018 (the “January 8-K”), beginning on December 31, 2017, the Company and certain holders (the “Holders”) of the Series A Warrants, Series A-1 Warrants, OID Warrants and Lock-Up Warrants (collectively, the “Warrants”) entered into warrant repricing letter agreements (the “Exercise Agreements”) with respect to an aggregate total of 264,402 Warrants, and partial warrant repricing letters (the “Partial Exercise Agreements”) with respect to an aggregate total of 217,206 Warrants, to which the Company agreed to reduce the exercise price of an aggregate total of 108,603 Warrants held by such Holders (the “Reprice Warrants”) to $2.50 per share (the “Reduced Exercise Price”) in consideration for the exercise in full of the Reprice Warrants, and agreed to amend an aggregate total of 108,604 remaining, unexercised Warrants held by certain Holders (the “Remaining Warrants”) to reduce the exercise of the Remaining Warrants to $3.25 per share.

Since the date of the January 8-K, the Company has entered into Exercise Agreements and Partial Exercise Agreements with additional Holders, to which the Holders have exercised an aggregate total of 851,987 Reprice Warrants at the Reduced Exercise Price of $2.50 per share, and the Company has agreed to amend an aggregate total of 367,654 Remaining Warrants to reduce the exercise to $3.25 per share. If the exercise of the Reprice Warrants would cause the Holder to exceed the 4.99% or 9.99% beneficial ownership limitations (“Beneficial Ownership Limitation”) (as defined in the Warrants), then the Company will only issue such number of shares to the Holder as instructed by the Holder and as would not cause such Holder to exceed the maximum number of shares permitted under the Beneficial Ownership Limitation, with the balance of shares to be held in abeyance until the balance may be issued in compliance with such limitations.

The Company has received aggregate gross proceeds of approximately $2.04 million from the exercise of the Reprice Warrants by the Holders, and expects to use the proceeds from the Warrant Exercise Program for general corporate purposes.

The description of terms and conditions of the Exercise Agreements and the Partial Exercise Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exercise Agreement and Partial Exercise Agreement attached to the January 8-K as Exhibits 10.1 and 10.2.

See Item 1.01 above.

About AZURRX BIOPHARMA, INC. (NASDAQ:AZRX)
AzurRx BioPharma, Inc. is a clinical development-stage biopharmaceutical company. The Company is engaged in the research and development of non-systemic biologics for the treatment of patients with gastrointestinal (GI) disorders. The Company’s product pipeline consists of two therapeutic proteins, such as MS1819 and AZX1101. MS1819 is an acid-resistant secreted lipase produced by Yarrowia lipolytica, known as LIP2, that the Company is developing through recombinant deoxyribonucleic acid (DNA) technology for the treatment of exocrine pancreatic insufficiency (EPI), associated with chronic pancreatitis (CP) and cystic fibrosis (CF). AZX1101 is a recombinant-lactamase combination of bacterial origin under development for the prevention of hospital-acquired infections by resistant bacterial strains induced by parenteral administration of b-lactam antibiotics (known as nosocomial infections), as well as the prevention of antibiotic-associated diarrhea (AAD).