Item 8.01. Other Events

Reference is made to the Form 8-K filed by AzurRx BioPharma, Inc. (the "Company") on January 4, 2021, which is incorporated herein by reference (the "Prior 8-K"), relating to the issuance, in a Registered Direct Offering and concurrent Private Placement, of certain shares of Series C Preferred Stock, together with certain Private Placement Warrants, at a combined price per share of Series C Preferred Stock and related Private Placement Warrants of $750.00. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Prior 8-K.

The securities issued in the Registered Direct Offering were issued pursuant to a prospectus supplement, dated December 31, 2020, filed by the Company on January 5, 2021, to the registration statement on Form S-3 (File No. 333-231954) that the Company filed with the Securities and Exchange Commission on June 21, 2019 and that was declared effective on June 25, 2019, and a base prospectus thereunder (the "Registration Statement"). The Company is filing herewith the legal opinion of Lowenstein Sandler LLP relating to the legality of the issuance and sale of the securities in the Registered Direct Offering attached as Exhibit 5.1 to this Current Report on Form 8-K as an exhibit to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.



  (d) Exhibits.



Exhibit No. Description

5.1 Opinion of Lowenstein Sandler LLP.

23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1)

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