Full Press Release Details
Closes $15.2 Million Private Placement and $6.9 Million Convertible
resulting in gross cash proceeds of $15.2 million to advance two
Phase 2 clinical trials of MS1819 in patients with cystic
million principal amount of outstanding promissory notes into
private placement strengthens balance sheet
N.Y., July 20, 2020 (GLOBE NEWSWIRE) -- AzurRx BioPharma (NASDAQ:
( AzurRx or the Company ), today
announced that on July 16, 2020, it entered into a Convertible
Preferred Stock and Warrant Securities Purchase Agreement (the
Purchase Agreement ) with certain accredited and
institutional investors relating to the private placement (the
Private Placement ) of certain shares of convertible
preferred stock and warrants for cash and in exchange for certain
outstanding promissory notes as described below.
Pursuant to the Purchase Agreement, the Company issued an aggregate
of 2,912.583124 shares of Series B Convertible Preferred Stock (the
Series B Preferred Stock ), at a price of $7,700.00
per share, initially convertible into an aggregate of 29,125,833
shares of the Company's common stock (the Common
Stock ) at $0.77 per share, together with warrants (the
Series B Warrants ) to purchase an aggregate of
14,562,957 shares of Common Stock at an exercise price of $0.85 per
share and a term of five years. The gross cash proceeds of the
Private Placement were approximately $15.2 million, before
deducting placement agent compensation and other offering
in connection with the Private Placement, the Company entered into
an exchange addendum to the Purchase Agreement with certain
investors, relating to the exchange of, as consideration in the
Private Placement, of approximately $6.9 million aggregate in
principal amount, plus all accrued and unpaid interest thereon, of
its outstanding Senior Convertible Promissory Notes (the
Promissory Notes ), originally due in September 2020
(the Exchange ). As additional consideration for
entering into the Exchange, the Company also issued to those
investors certain additional warrants (the Exchange
Warrants ) to purchase an aggregate of 1,772,972 shares of
Common Stock. The Exchange Warrants have the same terms as the
Series B Warrants. The Company anticipates prepaying the
outstanding balance of $25,000 aggregate principal amount of
Promissory Notes, together with accrued and unpaid interest thereon
through such prepayment date, held by non-participating holders in
the Exchange, following which no Promissory Notes will remain
are excited to have attracted the support of both new and existing
investors for this financing, which funds our two Phase 2 clinical
trials and Phase 3 preparations. In addition, the promissory note
exchange furthers strengthens our balance sheet by removing $6.9
million in near-term debt obligations, said James
Sapirstein, Chief Executive Officer of AzurRx. We thank the
team at Alexander Capital for their continued support of the
Company and their dedication to making these transactions a
currently intends to use the net cash proceeds from the Private
Placement for research and development expenses associated with its
continuing clinical development and testing of MS1819 and for other
general corporate purposes and capital expenditures.
Capital L.P. acted as sole placement agent for the Private
Placement and financial advisor for the Exchange.
to the Private Placement and the Purchase Agreement, and for
purposes of complying with Nasdaq Listing Rule 5635(c) and 5635(d),
the Company is required to hold a meeting of its stockholders not
later than 60 days following the closing of the Private Placement
to seek approval (the Stockholder Approval ) for,
among other things, the issuance of shares of Common Stock upon
full conversion of the Series B Preferred Stock and full exercise
of the Series B Warrants and the Exchange Warrants, which the
Company will include in the matters to be voted on at its upcoming
Company simultaneously announced that its annual meeting of
stockholders for 2020 (the Annual Meeting ) will be
held on September 11, 2020 at 9:00 a.m., Eastern Time at the
offices of Lowenstein Sandler LLP located at One Lowenstein Drive,
Roseland, New Jersey, 07068, or at such other time and location to
be determined by the authorized officers of the Company and set
forth in the Company's proxy statement for the Annual Meeting, and
established July 31, 2020, as the record date for determining
stockholders entitled to notice of, and to vote at, the 2020 Annual
the date of the 2020 Annual Meeting will be more than 30 days from
the anniversary of the Company's 2019 annual meeting of
stockholders, the deadline for submission of proposals by
stockholders for inclusion in the Company's proxy materials
in accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the Exchange Act ), will be 5:00
p.m. Eastern Time on July 24, 2020 (the Proposal
Deadline ), which the Company has determined to be a
reasonable time before it expects to begin to print and distribute
its proxy materials prior to the 2020 Annual Meeting. Any such
proposal must also meet the requirements set forth in the rules and
regulations of the Exchange Act in order to be eligible for
inclusion in the proxy materials for the 2020 Annual Meeting, and
should be sent in writing to the Corporate Secretary at the
following address: AzurRx BioPharma, Inc., Attention: Chief
Financial Officer, 760 Parkside Avenue, Downstate Biotechnology
Incubator, Suite 304, Brooklyn, NY 11226.
securities sold in the Private Placement have not been registered
under the Securities Act of 1933, as amended, or any state or other
applicable jurisdiction's securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions'
securities laws. The Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission (SEC)
registering the resale of the securities sold in the private