|
CUSIP No.
05502L105
|
13D/A
|
1
NAMES OF REPORTING
PERSONS
Edmund Burke Ross Jr.
2
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
3
SEC USE
ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
2,847,434 (1)
|
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
2,847,434 (1)
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,847,434 (1)
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
12
TYPE OF
REPORTING PERSON
IN
(1)
The Reporting Persons hold in the
aggregate 2,415,813 shares of Common Stock, warrants to purchase an
aggregate of 1,971,197 shares of Common Stock and Series B
Preferred Stock (as defined herein) convertible into 1,020,619
shares of Common Stock, which Series B Preferred Stock and warrants
contain a beneficial ownership blocker that limits the conversion
and/or exercise of such securities to cap the beneficial ownership
of the Reporting Persons at 9.99% of the outstanding Common Stock
of the Issuer, representing 2,847,434 shares of Common
Stock.
(2)
Based on 28,502,850 shares of
common stock (“Common
Stock”) outstanding.
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CUSIP No.
05502L105
|
13D/A
|
1
NAMES
OF REPORTING PERSONS
EBR Ventures, LLC
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
0
|
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,434
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.99% (1)
12
TYPE OF
REPORTING PERSON
OO
(1)
Represents 719,545 shares of Common
Stock, 1,165,206 shares of Common Stock issuable upon exercise of
warrants and 1,020,619 shares of Common Stock issuable upon
Conversion of the Series B Preferred Stock 9% (as defined herein)
which Series B Preferred Stock and warrants contain a beneficial
ownership blocker that limits the conversion and/or exercise of
such securities to cap the beneficial ownership of the Reporting
Persons at 9.99% of the outstanding Common Stock of the Issuer,
representing 2,847,434 shares of Common Stock. Based on 28,502,850
shares of Common Stock outstanding.
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CUSIP No.
05502L105
|
13D/A
|
1
NAMES
OF REPORTING PERSONS
ADEC Private Equity Investments,
LLC
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☐
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
0
|
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,502,259
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.53% (1)
12
TYPE OF
REPORTING PERSON
OO
(1)
Represents 1,696,268 shares of
Common Stock and 805,991 shares of Common Stock issuable upon
exercise of warrants. Based on 28,502,850 shares of Common Stock
outstanding.
Item 1.
Security and
Issuer
This Amendment No. 4 amends the
statement on Schedule 13D originally filed with the U.S. Securities
and Exchange Commission on June 13, 2017 (together with all
amendments through the date hereof, this “Schedule 13D”). This Schedule 13D
relates to shares of common stock, $0.0001 par value per share (the
“Common
Stock”), of AzurRx BioPharma, Inc., a Delaware
corporation (the “Issuer”), whose principal
executive offices are located at 760 Park Side Avenue,
Downstate Biotechnology Incubator, Suite 304, Brooklyn, NY
11226.
Item 3.
Source and
Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is
hereby amended and restated as follows:
On July 16, 2020, On January 3,
2020, EBR Ventures, LLC exchanged its previously outstanding
$750,000, plus accrued and unpaid intertest thereon, of 9% Senior
Convertible Promissory Notes (the “9% Note”), for
1,020,619 shares of Series B Convertible Preferred Stock, par value
$0.0001 per share, warrants (the “Series B Warrants”)
to purchase 510,309 shares of Common Stock, and also received
additional warrants (the “Exchange Warrants”) to
purchase 75,000 shares of Common Stock, both the Series B Warrants
and the Exchange Warrants (collectively, the “July
Warrants”) have an exercise price of $0.85 per share and
expire five years from the date of issuance. The Series B Preferred
Stock and the Warrants include a beneficial ownership blocker that
limits the conversion and/or exercise of the Series B Preferred
Stock and the Warrants capping the beneficial ownership of the
Reporting Persons at 9.99% of the outstanding Common Stock of the
Issuer. In addition, ADEC Private Equity Investments, LLC,
purchased from a related third party, over which it had no control
or beneficial ownership of its securities it held, 665,000 shares
of Common Stock and warrants to purchase 161,250 shares of common
stock, in connection with the dissolution of certain fund
activities. The securities reported in this statement were acquired
with funds from working capital of the Reporting Person and also in
exchange for outstanding 9% Notes held by the Reporting Persons who
directly beneficially own such securities.
Item 4.
Purpose of
Transaction
Item 4 of the Schedule 13D is
hereby amended and restated as follows:
The Reporting Persons purchased the
securities reported in this statement for investment purposes. The
Reporting Persons do not have any current plans, proposals or
negotiations that relate to or would result in any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons review their investments on a continuing
basis. Depending on various factors including, without limitation,
the Issuer’s financial position, the price levels of the
shares of Common Stock, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons
may, in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional shares of Common Stock,
selling shares of Common Stock, engaging in short selling of or any
hedging or similar transaction with respect to the Common Stock,
taking any other action with respect to the Issuer or any of its
securities in any manner permitted by law or changing its intention
with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4.
Item 5.
Interest in
Securities of the Issuer
Item 5 of the Schedule 13D is
hereby amended and restated as follows:
(a), (b), and (c) As of July 20,
2020, the Reporting Persons beneficially owned in the aggregate
5,407,629 shares of Common Stock, constituting approximately 17.1%
of the outstanding Common Stock; provided, however, in light of the
beneficial ownership blocker contained in the 9% Note and the
Warrants, the Reporting Persons beneficial ownership is capped at
9.99%. The following table sets forth certain information, not
accounting for the beneficial ownership blocker, with respect to
shares of Common Stock directly beneficially owned by the Reporting
Persons listed below:
|
Name
|
Number
of
Shares
of
Common
Stock
|
|
Percentage of
Outstanding
Common
Stock
|
|
Edmund Burke Ross
Jr.
|
3,630,348
|
(1)
|
17.1%
|
|
EBR Ventures,
LLC
|
1,954,339
|
(2)
|
9.47%
|
|
ADEC Private Equity Investments,
LLC
|
1,676,009
|
(2)
|
8.53%
|
(1)
Includes warrants to purchase
1,970,297 shares of Common Stock beneficially owned by Mr. Ross, of
which 100,000 warrants to purchase 75,000 shares of Common Stock
(3/4 of a share per warrant), warrants to purchase 386,598 shares
of Common Stock, 510,309 Series B Warrants and 193,299 Exchange
Warrants are owned by EBR Ventures, LLC, and warrants to purchase
805,991 shares of Common Stock are owned by ADEC Private Equity
Investments, LLC. The amount also includes 1,020,619 shares of
Common Stock issuable upon conversion of the Series B Preferred
Stock.
(2)
Includes warrants to purchase
shares of common stock in amount specified in footnote
(1).
Mr. Ross is the manager of EBR
Ventures, LLC and ADEC Private Equity Investments, LLC and,
accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the Common
Stock that EBR Ventures, LLC and ADEC Private Equity Investments,
LLC own. Mr. Ross has the sole power to vote or direct the vote or
to dispose of 5,407,629 shares of Common Stock, subject to the
9.99% beneficial ownership blocker contained in the Series B
Preferred Stock and the Warrants. None of EBR Ventures, LLC and
ADEC Private Equity Investments, LLC have power to vote or direct
the vote or to dispose any shares of Common
Stock.
Beneficial ownership of the Common
Stock shown on the cover pages of and set forth elsewhere in this
statement for each of the Reporting Persons assumes that they have
not formed a group for purposes of Section 13(d)(3) under the
Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the
several Reporting Persons were deemed to have formed a group for
purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would
be deemed to own beneficially (and may be deemed to have shared
voting and dispositive power over) in the aggregate 5,407,629
shares of Common Stock, constituting approximately 17.1% of the
outstanding shares of Common Stock, not accounting for the
beneficial ownership blocker that limits the Reporting Persons
beneficial ownership to 9.99%.
The filing of this Schedule 13D and
any future amendment by the Reporting Persons, and the inclusion of
information herein and therein with respect to Mr. Ross, EBR
Ventures, LLC, and ADEC Private Equity Investments, LLC, shall not
be considered an admission that any of such persons, for the
purpose of Section 16(b) of the Exchange Act, are the beneficial
owners of any shares in which such persons do not have a pecuniary
interest. Mr. Ross holds sole voting and dispositive power over the
shares of common stock and each of ADEC Private Equity Investments,
LLC, and EBR Ventures, LLC, disclaims beneficial ownership of such
securities and securities underlying the warrants, except to the
extent of their respective pecuniary interest therein, if any, and
this report shall not be deemed to be an admission that any of ADEC
Private Equity Investments, LLC and EBR Ventures, LLC, is the
beneficial owner of such securities for the purposes of Section 16
of the Securities Exchange Act of 1934, as amended, or for any
other purpose.
The percentage of shares of Common
Stock reported as being beneficially owned by the Reporting
Persons, subject is based on 28,502,850 shares of Common Stock
outstanding.
(d) and (e) Not
applicable.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and
correct.
Dated: August 11,
2020
EDMUND BURKE
ROSS, JR.
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By:
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/s/ Edmund Burke Ross, Jr. for
himself, as manager of ADEC Private Equity Investments, LLC, and as
manager of EBR Ventures, LLC
|
|
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Name:
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Edmund Burke Ross,
Jr.
|
|
|
Title:
|
Manager
|
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