AZURRX BIOPHARMA, INC. (NASDAQ:AZRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2018, AzurRx BioPharma, Inc. (the “Company”), entered into an assetsale and purchase agreement (the “PurchaseAgreement”) with Protea Biosciences Group, Inc. and its wholly owned subsidiary, Protea Biosciences, Inc. (the “Protea”), to which the Company agreed to purchase the rights to any milestone payments, royalty payments, and transaction value consideration due from the Company to the Protea now or in the future, arising from that certain Stock Purchase and Sale Agreement dated May 21, 2014 between the Company and the Protea (the “Purchased Assets”).
Protea previously filed for Chapter 11 protection under the United States Bankruptcy Code on December 1, 2017. On November 27, 2018, the Company participated in abankruptcy auctionfor the Purchased Assetsand was chosen as the successful bidder at the conclusion of theauction. On December 10, 2018, the transaction was approved by Judge Patrick J. Flatley of the United StatesBankruptcyCourt for the Northern District of West Virginia.
to thePurchase Agreement, the purchase price to be paid for the PurchasedAssetsis $1,550,000, of which $250,000 will be paid by the Company in cash and the remaining $1,300,000 will be paid by the issuance of restricted shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a price per share that is $0.01 higher than the closing price of the Company’s Common Stock on the Closing Date (as such term is defined in the Purchase Agreement), as reported on the Nasdaq Capital Market. Both the Company and Protea have made customary representations, warranties and covenants in the Purchase Agreement, which is subject to termination by either the Company or Protea upon the occurrence of specified events. The transaction is expected to close on or before December 31, 2018, subject to the satisfaction or waiver of various conditions.
The foregoing description is a summary of the material terms of the Purchase Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full context of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form8-K.
The Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Protea. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such Purchase Agreement, and may be subject to important limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
A press release issued by the Company on December 12, 2018 regarding the execution of the Purchase Agreement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
AzurRx BioPharma, Inc. Exhibit
EX-10.1 2 ex10-1.htm ASSET SALE AND PURCHASE AGREEMENT,…
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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).