SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

to Section 13 or 15(d) of

Securities Exchange Act of 1934

Report (Date of earliest event reported): July 17,

AZURRX BIOPHARMA, INC.

(Exact name of Registrant as specified in its Charter)

Registrant's telephone number, including area code:

address, including zip code, and telephone number, including area

code, of agent for service of process)

Name or Former Address, if Changes Since Last Report)

the appropriate box below if the Form 8-K is intended to

simultaneously satisfy the filing obligation of the registrant

under any of the following provisions):

] Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

] Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

] Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

] Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (17 CFR

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17

emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act

Item 1.01. Entry into a Material Definitive

On July 17, 2019, AzurRx BioPharma, Inc. (the

Company ) entered into an underwriting

agreement (the Underwriting

Agreement ) with H.C.

Wainwright & Co., LLC. ( Wainwright ) as representatives of the several

underwriters named therein (the Underwriters ),

relating to the issuance and sale of 5.0 million

shares of the Company's common stock, $0.0001 par value

per share (the Common

Stock ). Each share of

Common Stock was sold at a public offering price of $1.00 per

share, resulting in gross proceeds to the Company of $5.0

million (the Offering ). In addition, pursuant to the terms of

the Underwriting Agreement, the Company granted to the Underwriters

a 30-day option to purchase up to an additional 750,000 shares of

Common Stock at the same public offering price per

Pursuant to the terms of the Underwriting

Agreement, on July 22, 2019 (the Closing

received net proceeds of approximately $4.5 million, after

deducting the underwriting discount, estimated legal fees and other

offering expenses payable by the Company.

Offering was conducted pursuant to the Company's effective

shelf registration statement on Form S-3 (File

No. 333-231954), filed with the Securities and Exchange

Commission on June 5, 2019, and declared effective on June 25,

2019, including the base prospectus dated June 4, 2019 included

therein and the related prospectus supplement filed on July 19,

2019. The opinion of the Company's counsel regarding the

validity of the shares issued in the Offering is filed herewith as

The Underwriting Agreement contains customary

representations, warranties and agreements by the Company,

customary conditions to closing, indemnification obligations of the

Company and the Underwriters, including for liabilities under the

Securities Act of 1933, as amended (the Securities

Act ), other obligations

of the parties, and termination provisions.

to the Underwriting Agreement, subject to certain exceptions, the

Company, as well as its directors and officers, have each agreed

for a period of 90 days after the Closing Date not to sell or

otherwise dispose of any of the Company's securities held by

them without first obtaining the written consent of

foregoing is only a brief description of the material terms of the

Underwriting Agreement, does not purport to be a complete

description of the rights and obligations of the parties

thereunder, and is qualified in its entirety by reference to the

Underwriting Agreement that is filed as Exhibit 1.1 to this Current

Report on Form 8-K and incorporated by reference

Underwriting Agreement has been attached hereto as an exhibit to

provide investors and security holders with information regarding

its terms. It is not intended to provide any other factual

information about the Company. The representations, warranties and

covenants contained in the Underwriting Agreement were made only

for purposes of the Underwriting Agreement and as of specific

dates, were solely for the benefit of the parties to the

Underwriting Agreement and may be subject to limitations agreed

upon by the contracting parties, including being qualified by

confidential disclosures exchanged between the parties in

connection with the execution of the Underwriting

Item 3.02 Unregistered Sales of Equity Securities.

In addition to the underwriting discount received

by the Underwriters, the Company also issued unregistered warrants

to Wainwright to purchase up to 200,000 shares of common stock (the

Wainwright Warrants are exercisable immediately upon issuance,

expire on July 17, 2024 and have an exercise price of $1.25 per

foregoing description of the Wainwright Warrant does not purport to

be complete and is qualified in its entirety by reference to the