DELRAY BEACH, Fla., Jan. 04, 2021 (GLOBE NEWSWIRE) -- AzurRx BioPharma, Inc. (NASDAQ: AZRX), a company specializing in the development of non-systemic, recombinant therapies for gastrointestinal (GI) diseases, today announced that in conjunction with entering into an exclusive worldwide licensing agreement with First Wave Bio, Inc. it has entered into a securities purchase agreement with a single healthcare-focused institutional investor, pursuant to which the Company agreed to sell approximately $8.0 million of Series C 9.00% Convertible Junior Preferred Stock in a registered direct offering and concurrent private placement. The Company will also issue to the investor unregistered warrants to purchase up to an aggregate of 10,666,668 shares of common stock. The combined purchase price for one share of Series C Preferred Stock and a Warrant is $750.00. The Series C Preferred Stock will have an initial stated value of $750.00 per share and conversion price of $0.75 per share, and will initially be convertible into an aggregate of up to 10,666,668 shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof). The Warrants will have an exercise price of $0.80 per share and an expiration term of five and one-half years from the date of issuance. One-half of the shares of Series C Preferred Stock, together with the underlying common stock (or prefunded warrants, as applicable), are being sold in the registered direct offering, and one-half of the shares of Series C Preferred Stock and all of the Warrants, together with the underlying common stock (or prefunded warrants, as applicable), are being sold in the private placement.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.
AzurRx intends to use the net proceeds received from the offering to fund the upfront cash payment to First Wave in connection with the exclusive worldwide licensing agreement and for other general corporate purposes.
The registered direct offering and concurrent private placement are expected to close on or about January 5, 2021, subject to the satisfaction of customary closing conditions. The issuance of the shares of common stock underlying the Series C Preferred Stock in excess of certain thresholds, and underlying the Warrants sold in the private placement, is subject to stockholder approval (i) of an amendment to AzurRx’s certificate of incorporation to increase its authorized shares of common stock above 150,000,000 and (i) to satisfy Nasdaq requirements with respect to the issuance of such shares of common stock.
The Series C Preferred Stock sold in the registered direct offering and underlying shares of common stock (or pre-funded warrants, as applicable) are being offered and sold in the registered direct offering by AzurRx pursuant to a “shelf” registration statement on Form S-3 (File No. 333-231954) including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on June 21, 2019. The registered direct offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022 or via telephone at (646) 975-6996 or email placements@hcwco.com.
The Series C Preferred Stock and Warrants sold in the private placement and underlying shares of common stock (or prefunded warrants, as applicable) are being offered pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
About AzurRx BioPharma, Inc.
AzurRx BioPharma, Inc. (NASDAQ: AZRX) is a biopharmaceutical company specialized in the research and development of non-systemic biologics for gastrointestinal disorders. The Company is focused on the development of its lead drug candidate, MS1819. AzurRx is currently conducting two Phase 2 clinical trials of MS1819: the OPTION 2 monotherapy trial, and the Combination therapy trial, consisting of MS1819 in conjunction with porcine-derived pancreatic enzyme replacement therapy, the current standard of care. The Company is headquartered in Delray Beach, Florida with clinical operations in Hayward, California. Additional information on the Company can be found at www.azurrx.com.
