AzurRx BioPharma : Notice of Exempt Offering of Securities
January 17, 2020 at 10:44 pm
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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number:
3235-0076
Estimated average burden
hours per response:
4.00
1. Issuer's Identity
CIK (Filer ID Number)
Previous Names
Entity Type
0001604191
X
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
AzurRx BioPharma, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X
Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
AzurRx BioPharma, Inc.
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Phone Number of Issuer
Brooklyn
NEW YORK
11226
646-699-7855
3. Related Persons
Last Name
First Name
Middle Name
Schneiderman
Daniel
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
X
Executive Officer
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Borkowski
Edward
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Riddell
Alastair
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Sapirstein
James
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
X
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Casamento
Charles
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Schramm
Vern
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
First Name
Middle Name
Pennington
James
Street Address 1
Street Address 2
760 Parkside Ave.
Suite 304
City
State/Province/Country
ZIP/PostalCode
Brooklyn
NEW YORK
11226
Relationship:
X
Executive Officer
Director
Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Other Banking & Financial Services
Business Services
Energy
Health Care
Manufacturing
Real Estate
Retailing
Restaurants
Technology
Travel
Tourism & Travel Services
Other
5. Issuer Size
Revenue Range
OR
Aggregate Net Asset Value Range
X
No Revenues
No Aggregate Net Asset Value
$1 - $1,000,000
$1 - $5,000,000
$1,000,001 - $5,000,000
$5,000,001 - $25,000,000
$5,000,001 - $25,000,000
$25,000,001 - $50,000,000
$25,000,001 - $100,000,000
$50,000,001 - $100,000,000
Over $100,000,000
Over $100,000,000
Decline to Disclose
Decline to Disclose
Not Applicable
Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X
Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1)
Section 3(c)(9)
Section 3(c)(2)
Section 3(c)(10)
Section 3(c)(3)
Section 3(c)(11)
Section 3(c)(4)
Section 3(c)(12)
Section 3(c)(5)
Section 3(c)(13)
Section 3(c)(6)
Section 3(c)(14)
7. Type of Filing
X
New Notice
Date of First Sale
2019-12-20
First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
9. Type(s) of Securities Offered (select all that apply)
Equity
Pooled Investment Fund Interests
X
Debt
Tenant-in-Common Securities
X
Option, Warrant or Other Right to Acquire Another Security
Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor
$10,000
USD
12. Sales Compensation
Recipient
Recipient CRD Number
None
Alexander Capital, L. P.
40077
(Associated) Broker or Dealer
X
None
(Associated) Broker or Dealer CRD Number
X
None
None
None
Street Address 1
Street Address 2
17 State Street
5th Floor
City
State/Province/Country
ZIP/Postal Code
New York
NEW YORK
10004
State(s) of Solicitation (select all that apply)
Check 'All States' or check individual States
All States
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
GEORGIA
ILLINOIS
MARYLAND
MASSACHUSETTS
NEW JERSEY
NEW YORK
NORTH CAROLINA
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
TEXAS
WISCONSIN
13. Offering and Sales Amounts
Total Offering Amount
$8,000,000
USD
Total Amount Sold
$6,904,000
USD
Total Remaining to be Sold
$1,096,000
USD
Clarification of Response (if Necessary):
Offering completed on January 9, 2020.
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions
$553,860
USD
Finders' Fees
$0
USD
Clarification of Response (if Necessary):
In addition, Alexander Capital, L.P. received a 1% non-accountable expense allowance from gross proceeds from the Offering, or $61,540, and was issued warrants exercisable for 444,104 shares of common stock, at an exercise price of $1.21 per share.
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer
Signature
Name of Signer
Title
Date
AzurRx BioPharma, Inc.
/s/ Daniel Schneiderman
Daniel Schneiderman
Chief Financial Officer
2020-01-17
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ('NSMIA') [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are 'covered securities' for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.
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AzurRx Biopharma Inc. published this content on 17 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2020 22:43:10 UTC
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