Current Report Filing (8-k)
September 14 2020 - 9:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 11,
2020
AzurRx BioPharma,
Inc.
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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021-214723
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46-4993860
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator, Suite
304
Brooklyn, New York
11226
(Address of Principal Executive Offices, and Zip Code)
(646) 699-7855
Registrant’s
Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[
]
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
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AZRX
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Nasdaq
Capital Market
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Indicate
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 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging growth company [X]
If an 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 5.07 Submission of Matters to a Vote of Security
Holders.
On
September 11, 2020, AzurRx BioPharma, Inc. (the
“Company”) held its Annual Meeting of Stockholders (the
“Annual Meeting”). The matters voted on at the Annual
Meeting were: (1) the election of directors, (2) the approval of
the issuance of more than 20% of shares of common stock, par value
$0.0001 per share (the “Common Stock”) pursuant to a
private placement (the “Private Placement”) and related
exchange transaction (the “Exchange”), for purposes of
Nasdaq listing Rule 5635(d), (3) the approval of the issuance of
shares of Common Stock to certain officers and directors in the
Private Placement and the Exchange, for purposes of Nasdaq Listing
Rule 5635(c), (4) the approval of the issuance of more than 20% of
Common Stock pursuant to a purchase agreement with Lincoln Park
Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), (5)
the approval of the AzurRx BioPharma, Inc. 2020 Omnibus Equity
Incentive Plan, (6) the ratification of the appointment of Mazars
USA LLP as the Company’s independent registered public
accounting firm for the Company’s fiscal year ending December
31, 2020 and (7) the approval of the adjournment of the Annual
Meeting to the extent there are insufficient proxies at the Annual
Meeting to approve any one or more of the foregoing proposals. The
final voting results were as follows:
1.
The election of
each of Edward J. Borkowski, Charles J. Casamento, Alastair
Riddell, Vern L. Schramm, James Sapirstein and Gregory Oakes as
directors to hold office for a term of one year, until his or her
successor is duly elected and qualified or he or she is otherwise
unable to complete his or her term.
The
votes were cast for this matter as follows:
Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Edward
J. Borkowski
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8,158,757
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4,921,719
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9,250,263
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Charles
J. Casamento
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8,937,842
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4,142,634
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9,250,263
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Alastair
Riddell
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9,631,714
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3,448,762
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9,250,263
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Vern L.
Schramm
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10,975,291
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2,105,185
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9,250,263
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James
Sapirstein
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10,539,737
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2,540,739
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9,250,263
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Gregory
Oakes
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10,609,262
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2,471,214
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9,250,263
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2.
The proposal to
approve the issuance of more than 20% of the Common Stock pursuant
to the Private Placement and the Exchange, for purposes of Nasdaq
Listing Rule 5635(d), was approved based upon the following
votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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12,131,484
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857,884
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91,108
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9,250,263
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3.
The
proposal to approve the issuance of shares of Common Stock to
certain officers and directors in the Private Placement and the
Exchange, for purposes of Nasdaq Listing Rule 5635(c), was approved
based upon the following votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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9,123,631
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3,751,966
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204,879
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9,250,263
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4.
The
proposal to approve the issuance of more than 20% of the Company
Stock pursuant to a purchase agreement with Lincoln Park Capital
Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), was
approved based upon the following votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,883,323
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1,023,696
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173,457
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9,250,263
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5.
The
proposal approve the AzurRx BioPharma, Inc. 2020 Omnibus Equity
Incentive Plan was approved based upon the following
votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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7,867,110
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4,940,712
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272,654
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9,250,263
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6.
The
proposal to ratify the appointment of Mazars USA LLP as the
Company’s independent registered public accounting firm for
the Company’s fiscal year ending December 31, 2020 was
approved based upon the following votes:
Votes For
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Votes Against
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Abstentions
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21,836,065
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380,991
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113,683
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7.
The
proposal to approve the adjournment of the Annual Meeting to the
extent that there are insufficient proxies at the Annual Meeting to
approve any one or more of the foregoing proposals was approved
based upon the following votes:
Votes For
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Votes Against
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Abstentions
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18,639,167
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3,380,217
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311,355
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Item 8.01 Other Events.
Upon
the stockholder approval of Proposals No. 2 and 3 on September 11,
2020, an aggregate of 2,912.583005 shares of Series B Convertible
Preferred Stock, initially convertible into an aggregate of
29,125,756 shares of Common Stock, warrants to purchase an
aggregate of 14,562,826 shares of Common Stock, exchange warrants
to purchase up to an aggregate of 1,772,937 shares of Common Stock
and placement agent warrants to purchase up to an aggregate of
1,382,902 shares of Common Stock are now convertible and
exercisable, respectively. Accordingly, the Series B Convertible
Preferred Stock is no longer subject to redemption.
For
more information on the Private Placement, the Exchange and the
terms of the Series B Convertible Preferred Stock, please see the
Company’s definitive proxy statement filed with the
Securities and Exchange Commission on August 8, 2020 and the
Company’s Form 8-K filed with the Securities and Exchange
Commission on July 20, 2020.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
September
14, 2020
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AzurRx BioPharma, Inc.
By:
/s/
James Sapirstein
Name:
James Sapirstein
Title:
President and Chief Executive Officer
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