AZURRX BIOPHARMA, INC. (NASDAQ:AZRX) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 Entry into a Material Definitive Agreement.
On December 20, 2019, AzurRx BioPharma, Inc. (the “Company”) began an offering of (i) Senior Convertible Promissory Notes (each a “Note,” and together, the “Notes”) in the principal amount of up to $8.0 million to certain accredited investors (the “Investors”), and (ii) warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), each to Note Purchase Agreements entered into by and between the Company and each of the Investors (the “NPAs”) (the “Note Offering”).
On December 20, 2019 and December 24, 2019, the Company issued Notes to the Investors in the aggregate principal amount of $3,018,100. Each Note has a maturity date that is nine months from the date of issuance, accrues interest at a rate of 9% per annum, and is convertible, at the option of the holder, into shares of the Company’s Common Stock at a price of $0.97 per share (the “Conversion Shares”). As additional consideration for the execution of the NPA, each Investor also received Warrants to purchase that number of shares of the Company’s Common Stock equal to one-half of the Conversion Shares issuable upon conversion of the Notes (the “Warrant Shares”). The Warrants have an exercise price of $1.07 per share and expire three years from the date of issuance. The Company and each Investor executed a Registration Rights Agreement (the “RRA”), to which the Company agreed to file a registration statement with the Securities and Exchange Commission no later than 30 days after the beginning of the Note Offering, on behalf of Investors, to register the Conversion Shares and Warrant Shares.
Placement agent fees of $271,629 were paid to Alexander Capital L.P., who acted as placement agent for the Note Offering, which fees were based on 9% of the aggregate principal amount of the Notes issued to the Investors. In addition, Alexander Capital L.P. (i) was issued warrants, containing substantially the same terms and conditions as the Warrants, to purchase 217,801 shares of Common Stock (the “Placement Agent Warrants”), representing 7% of the Conversion Shares issuable upon conversion of the Notes issued to the Investors, and (ii) was paid a non-accountable expense allowance of 1% of the gross proceeds from the Notes Offering. The Placement Agent Warrants have an exercise price of $1.21 per share and expire three years from the date of issuance.
The Company intends to use the proceeds from the Note Offering for general working capital purposes, and to repay certain amounts due and payable to ADEC Private Equity Investments, LLC (“ADEC”) to certain outstanding Senior Convertible Notes issued to ADEC in the aggregate principal amount of $2.0 million (each an “ADEC Note” and together the “ADEC Notes”), as more particularly described below in Item 9.01 of this Current Report on Form 8-K.
The issuance of the Notes, Warrants and the Placement Agent Warrants was exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) and/or Regulation 506 promulgated thereunder, as a transaction by an issuer not involving a public offering.
The foregoing description of the NPA, the Notes, the Warrants and the RRA do not purport to be complete, and are qualified in their entirety by reference to the same, attached hereto asExhibits 10.1, 10.2, 10.3 and 10.4, respectively, each of which are incorporated by reference herein.
Item 9.01Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 9.01.
Item 9.01Unregistered Sales of Equity Securities.
See Item 9.01.
Item 9.01 Amendments to Articles of Incorporation or Bylaws.
On December 20, 2019, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock by 50,000,000 shares to 150,000,000 shares, which Charter Amendment was effective immediately upon acceptance by the Secretary of State of the State of Delaware. The Charter Amendment was approved by stockholders at the Company’s annual meeting of stockholders held December 19, 2019.
Item 9.01 Other Events.
In connection with the Note Offering, ADEC consented to (i) the issuance of the Notes in the Note Offering, and (ii) the extension of the maturity date of an ADEC Note currently due and payable on December 31, 2019 in the principal amount of $1.0 million (“Note A”) to January 20, 2020, and the Company agreed to, among other agreements, use 50% of the initial $1.2 million in proceeds received from the Note Offering to reduce the principal due and payable ADEC under the ADEC Note maturing on December 31, 2020 (“Note B”). As of the date of this Current Report on Form 8-K, the Company has repaid $550,000 in principal due and owing ADEC under Note B.
Item 9.01.Financial Statements and Exhibits.
AzurRx BioPharma, Inc. Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Blueprint Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZURRX BIOPHARMA,…
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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).
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