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 April 1, 2019, AzurRx BioPharma, Inc. (the “Company”)entered into a Selling Agent Agreement (the “Selling Agent Agreement”) with Alexander Capital, L.P. (“Alexander Capital”), to which Alexander Capital agreed to act as selling agent in connection with a public offering of sharesof the Company’s common stock, par value $0.0001 per share (“Common Stock”) (the “Offering”). 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. A copy of the Selling Agent Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.
On April 2, 2019, the Company offered and sold a total of 1,294,930 shares of Common Stock in connection with the Offering at a public offering price of $2.13 per share. As a result, the Company received net proceeds of approximately $2.5 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 to the Selling Agent Agreement, the Company issued warrants to Alexander Capital to purchase up to 38,848 shares of Common Stock (the “Selling Agent Warrants”). The Selling Agent Warrants will become exercisable one year from the date of issuance, expire on April 2, 2024 and have an exercise price of $2.55 per share.
The Offering was conducted 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 April 2, 2019. The Selling Agent Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), to the exemption provided in Section4(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 1.01 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 1.01.Financial Statements and Exhibits.
See Exhibit Index.
AzurRx BioPharma, Inc. Exhibit
EX-4.1 2 ex4-1.htm FORM OF SELLING AGENT WARRANT Exhibit 4.1 Exhibit 4.1 Form of Selling Agent’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF,…
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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).
