Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in Current Reports on Form 8-K filed with the Securities
and Exchange Commission on December 30, 2019 and January 6, 2020, each of which
are incorporated herein by reference, AzurRx BioPharma, Inc. (the "Company")
commenced an offering on December 20, 2019 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 pursuant to Note Purchase
Agreements entered into by and between the Company and each of the Investors
(the "NPAs") (the "Note Offering").
On January 9, 2020, the Company issued Notes to additional Investors in the
aggregate principal amount of $2,942,700 and Warrants to purchase an aggregate
of up to 1,516,888 shares of Common Stock. 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"),
and the Warrants have an exercise price of $1.07 per share and expire five years
from the date of issuance. In addition, Alexander Capital L.P. ("Alexander
Capital") received additional consideration for their role as Placement Agent at
the same rate as was disclosed in the Company's Current Report on Form 8-K filed
on December 30, 2019.
In aggregate, the Company issued $6,904,000 principal amount of Notes
convertible into 7,117,559 Conversion Shares and Warrants to purchase up to
3,558,795 shares of Common Stock to the investors in the Note Offering. A copy
of the press release issued by the Company on January 13, 2020 regarding the
Note Offering is attached hereto as Exhibit 99.1.
Proceeds from the Note Offering will be used for general working capital
purposes, and to repay certain amounts due and payable to ADEC Private Equity
Investments, LLC ("ADEC"), as previously disclosed in the Company's Current
Reports on Form 8-K filed on December 30, 2019 and January 6, 2020.
The issuance of the Notes, Warrants and the Placement Agent Warrants issued to
Alexander Capital 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 and the Warrants do not purport
to be complete, and are qualified in their entirety by reference to the same,
which documents were attached as exhibits to the Company's Current Report on
Form 8-K filed on December 30, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release issued by AzurRx BioPharma, Inc., dated January 13, 2020.
© Edgar Online, source Glimpses