GridAI Technologies Corp S-3/A, filed Feb 24, 2020

GridAI Technologies Corp. (GRDX)

S-3/A 2020-02-24

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Delaware	2834	46-4993860
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)(3)	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.0001 per share	11,583,969(1)(2)(3)	$ 0.955	$ 11,062,691	$ 1,435,94(4)

PROSPECTUS SUMMARY	1
RISK FACTORS	7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	8
DESCRIPTION OF CONVERTIBLE NOTE OFFERING	9
SELLING STOCKHOLDERS	10
USE OF PROCEEDS	11
DIVIDEND POLICY	11
PLAN OF DISTRIBUTION	11
DESCRIPTION OF CAPITAL STOCK	13
DIRECTOR COMPENSATION	15
EXECUTIVE COMPENSATION	17
LEGAL MATTERS	26
EXPERTS	26
WHERE YOU CAN FIND MORE INFORMATION	26
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	27
EXHIBIT INDEX	II-3


	The Offering

	Shares of common stock offered by the selling stockholders		11,583,969 shares consisting of: ● 7,117,559 shares of common stock, par value $0.0001 per share, issuable upon conversion of 9.0% Senior Convertible Promissory Notes held by the selling stockholders. ● 3,558,795 shares of common stock issuable upon exercise of Investor Warrants held by the selling stockholders. ● 444,104 shares of common stock issuable upon exercise of the Placement Agent Warrants. ● 463,511 shares of common stock that may be issued upon conversion of the accrued and unpaid interest on the Notes assuming the Notes are held by the selling stockholders through the maturity date.

	Shares of common stock outstanding before this offering		26,800,519 shares of common stock

	Shares of common stock to be outstanding after giving effect to the issuance of 11,583,969 shares registered hereunder		38,384,488 shares of common stock

	Use of proceeds		The selling stockholders will receive all of the proceeds from the sale of the shares of common stock offered for sale under this prospectus. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. However, we may receive approximately $4.35 million in proceeds from the exercise of the Investor Warrants sold in the Note Offering and Placement Agent Warrants. We anticipate that proceeds that we receive from the exercise of such warrants, if any, will be used for working capital and general corporate purposes, including, without limitation, development of our product candidates, and general and administrative expenses. See “Use of Proceeds” on page 11 of this prospectus.

	Terms of this offering		The selling stockholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.

	Nasdaq symbol		Our common stock is listed on The Nasdaq Capital Market under the symbol “AZRX”.

	Risk Factors		Investing in our securities involves significant risks. Before making a decision whether to invest in our securities, please read the information contained in or incorporated by reference under the heading “Risk Factors” in this prospectus, the documents we have incorporated by reference herein, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”.


	PRO SPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” section in this prospectus and under similar captions in the documents incorporated by reference into this prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, references to “AzurRx”, “Company”, “we”, “us”, “our” or similar references mean AzurRx BioPharma, Inc. and its subsidiaries on a consolidated basis. References to “AzurRx BioPharma” refer to AzurRx BioPharma, Inc. on an unconsolidated basis. References to “AzurRx SAS” refer to AzurRx SAS, AzurRx BioPharma’s wholly-owned subsidiary through which we conduct our European operations. Overview We are engaged in the research and development of non-systemic biologics for the treatment of patients with gastrointestinal disorders. Non-systemic biologics are non-absorbable drugs that act locally, i.e. the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation. Our current product pipeline consists of two therapeutic programs under development, each of which are described below. MS1819 Our lead drug candidate, MS1819 is a yeast derived recombinant lipase for the treatment of exocrine pancreatic insufficiency (“EPI”) associated with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). A lipase is an enzyme that breaks up fat molecules. MS1819 is considered recombinant because it was created from new combinations of genetic material in a yeast called Yarrowia lipolytica. EPI is a condition characterized by the deficiency of exocrine pancreatic enzymes (mainly lipase), resulting in a patient’s inability to properly break down food and absorb nutrients. MS1819 – Phase 2 Chronic Pancreatitis Study In June 2018, the Company completed an open-label, dose escalation Phase 2a trial of MS1819 in France, Australia, and New Zealand to investigate both the safety of escalating doses of MS1819, and the efficacy of MS1819 through the analysis of each patient’s coefficient of fat absorption (“CFA”) and its change from baseline. A total of 11 CP patients with EPI were enrolled in the study and final data indicated a strong safety and efficacy profile. Although the study was not powered for efficacy, in a pre-planned analysis, the highest dose (2.2 grams per day) cohort of MS1819 showed statistically significant and clinically meaningful increases in CFA compared to baseline with a mean increase of 21.8% and a p-value of p=0.002 on a per protocol basis. Maximal absolute CFA response to treatment was up to 62%. MS1819 – Phase 2 and Phase 2b Cystic Fibrosis Monotherapy Studies In October 2018, the U.S. Food and Drug Administration (“FDA”) cleared the Company’s Investigational New Drug (“IND”) application for MS1819 in patients with EPI due to CF. In connection with the FDA’s clearance of the IND, the Company initiated a multi-center Phase 2 OPTION bridging dose safety study in the fourth quarter of 2018 in the United States and Europe (the “OPTION Cross-Over Study”). The Company targeted enrollment of 30 to 35 patients for the OPTION Cross-Over Study and dosed the first patients in February 2019. In June 2019, the Company reached its enrollment target for the study. On September 25, 2019, the Company announced positive results from the OPTION Cross-Over Study. Results showed that there were no serious adverse safety events and that the primary efficacy endpoint of CFA was comparable to the CFA in a prior Phase 2 study in patients with CP, while using the same dosage of MS1819. The dosage used in the OPTION CF Study was 2.2 grams per day, which was determined in agreement with the FDA as a bridging dose from the highest safe dose used in the Phase 2 CP dose escalation study. Although the study was not powered for statistical significance, the data demonstrated meaningful efficacy results, with approximately 50% of the patients showing CFAs high enough to reach non-inferiority with standard porcine enzyme replacement therapy (“PERT”). Additionally, the coefficient of nitrogen absorption (“CNA”) was comparable between the MS1819 and PERT arms, 93% vs. 97%, respectively, in the Option Cross-Over Study. This important finding confirms that protease supplementation is not likely to be required with MS1819 treatment. A total of 32 patients, ages 18 or older, completed the OPTION Cross-Over Study. On October 17, 2019, the Company announced that the Cystic Fibrosis Foundation Data Safety Monitoring Board (the “CFF DSMB”) completed its review of the final results of the OPTION Cross-Over Study and had found no safety concerns for MS1819, and that the CFF DSMB supports the Company’s plan to proceed to a higher 4.4 gram dose of MS1819 with enteric capsules in its next planned multi-center dose escalation Phase 2 OPTION clinical trial (the “OPTION 2 Trial”). In December 2019, the Company submitted the clinical trial protocol to the existing IND at the FDA. The OPTION 2 Phase 2b trial design will explore the use of 2.2 gram and 4.4 gram doses using enteric capsules to ensure higher levels of MS1819 release in the duodenum. The new protocol is currently under review by the FDA and a response is anticipated within the next 60 days. The Company expects to launch the OPTION 2 Trial in the second quarter of 2020, subject to regulatory approval, with completion anticipated by the end of 2020.


	MS1819 – Phase 2 Combination Therapy Study In addition to the OPTION Cross-Over Study, the Company launched a Phase 2 multi-center clinical trial (the “Combination Trial”) in Hungary to investigate MS1819 in combination with PERT, for CF patients who suffer from severe EPI, but continue to experience clinical symptoms of fat malabsorption despite taking the maximum daily dose of PERTs. The Combination Trial is designed to investigate the safety, tolerability and efficacy of escalating doses of MS1819, in conjunction with a stable dose of PERTs, in order to increase CFA and relieve abdominal symptoms in uncontrolled CF patients. On October 15, 2019, the Company announced that it dosed the first patient in its Combination Trial. This study is designed to investigate the safety, tolerability and efficacy of escalating doses of MS1819 (700 mg, 1120 mg and 2240 mg per day, respectively), in conjunction with a stable dose of porcine PERTs, in order to increase the CFA and relieve abdominal symptoms. A combination therapy of PERT and MS1819 has the potential to: (i) correct macronutrient and micronutrient maldigestion; (ii) eliminate abdominal symptoms attributable to maldigestion; and (iii) sustain optimal nutritional status on a normal diet in CF patients with severe EPI. Planned enrollment is expected to include approximately 24 CF patients with severe EPI. Additional clinical trial sites will be added in Europe in Q2 2020, with study completion anticipated by the end of 2020. b-Lactamase Program Our b-lactamase program focuses on products with an enzymatic combination of bacterial origin for the prevention of hospital-acquired infections and antibiotic-associated diarrhea (“AAD”) by resistant bacterial strains induced by parenteral administration of several antibiotic classes. Currently, we have two compounds in pre-clinical development in this program, AZX1101 and AZX1103. Both AZX1101 and AZX1103 are composed of several distinct enzymes that break up individual classes of antibiotic molecules. AZX1103 is a b-lactamase enzyme combination that has shown positive pre-clinical activity, with degradation of amoxicillin in the presence of clavulanic acid in the upper gastrointestinal tract in the Gottingen minipig model. Currently, we are focused on advancing pre-clinical development of AZX1103. We are also currently assessing our plans for the continuation of the development of AZX1101. We do not expect to generate revenue from drug candidates that we develop until we obtain approval for one or more of such drug candidates and commercialize our product or enter into a collaborative agreement with a third party. We do not have any products approved for sale at the present and have never generated revenue from product sale. Recent Developments Asset Purchase Agreement with Mayoly On March 27, 2019, the Company entered into an Asset Purchase Agreement with Mayoly (the “Mayoly APA”), pursuant to which the Company purchased all rights, title and interest in and to MS1819. Upon execution of the Mayoly APA, the Joint Development and License Agreement (the “JDLA”) previously executed by AzurRx SAS and Mayoly was terminated. In addition, the Company granted to Mayoly an exclusive, royalty-bearing right to revenue received from commercialization of MS1819 within France and Russia. The Company has exclusive rights to MS1819 in all other global territories.


	In accordance with the Mayoly APA, the Company provided to Mayoly the following consideration for the purchase of MS1819: (i) the Company assumed certain of Mayoly’s liabilities with respect to MS1819; (ii) the Company forgave all amounts currently owed to AzurRx SAS by Mayoly under the JDLA; (iii) the Company agreed to pay, within 30 days after the execution of the Mayoly APA, all amounts incurred by Mayoly for the maintenance of patents related to MS1819 from January 1, 2019 through the date of the Mayoly APA; (iv) the Company made an initial payment to Mayoly of €800,000, which amount was paid by the issuance of 400,481 shares of the Company’s common stock at a price of $2.29 per share (the “Closing Payment Shares”) and the Company recognized $917,101 as part of stockholders’ equity; and (v) the Company agreed to pay to Mayoly an additional €1,500,000, payable in a mix of cash and shares of the Company’s common stock as follows (the “Milestone Payments”): (y) on December 31, 2019, a cash payment of €400,000 and 200,240 shares of common stock (the “2019 Escrow Shares”) and (z) on December 31, 2020, a cash payment of €350,000 and 175,210 shares of common stock (the “2020 Escrow Shares” and, together with the 2019 Escrow Shares, the “Escrow Shares”) and the Company recognized $823,858 as part of stockholders’ equity. The Company paid €400,000 to Mayoly on December 26, 2019, as required by the Mayoly APA. The Closing Payment Shares and the Escrow Shares were all issued upon execution of the Mayoly APA; provided, however, per the terms of the Mayoly APA, the Escrow Shares will be held in escrow until the applicable Milestone Payment date, at which time the respective Escrow Shares will be released to Mayoly. April 2019 Registered Direct Public Offering In April 2019, the Company completed a public offering of 1,294,930 shares of its common stock at a public offering price of $2.13 per share, resulting in net proceeds of approximately $2,500,000, after deducting the selling agent fee paid to Alexander Capital, L.P. and other offering expenses payable by the Company (the “April 2019 Public Offering”). The April 2019 Public Offering was completed pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-226065) and the prospectus supplement filed on April 2, 2019. In connection with the April 2019 Public Offering, the Company entered into a Selling Agent Agreement with Alexander Capital, L.P., pursuant to which we paid to Alexander Capital, L.P. (i) a cash fee equal to 7% of the aggregate gross proceeds of the April 2019 Public Offering, and (ii) issued to Alexander Capital, L.P. warrants to purchase 38,848 shares of the Company’s common stock (the “April 2019 Selling Agent Warrants”), an amount equal to 3% of the aggregate number of shares of common stock sold in the April 2019 Public Offering. The April 2019 Selling Agent Warrants will become exercisable one year from the date of issuance, expire on April 2, 2024 and have an exercise price of $2.55 per share. Also see Note 12. The Company also reimbursed Alexander Capital, L.P. for its expenses on a non-accountable basis in an amount equal to 1% of the gross proceeds of the April 2019 Public Offering and $50,000 for other accountable expenses. May 2019 Registered Direct Public Offering On May 9, 2019, the Company completed a second public offering with Alexander Capital of 1,227,167 shares of the Company’s common stock at a public offering price of $2.35 per share, resulting in net proceeds of approximately $2,550,000, after deducting the selling agent fee paid to Alexander Capital and other offering expenses payable by the Company (the “May 2019 Public Offering”). The May 2019 Public Offering was completed pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-226065) and the prospectus supplement filed on May 9, 2019. In connection with the May 2019 Public Offering, the Company entered into a Selling Agent Agreement with Alexander Capital, pursuant to which the Company (i) paid Alexander Capital a cash fee equal to 7.0% of the aggregate gross proceeds of the May 2019 Public Offering, and (ii) issued Alexander Capital warrants to purchase up to 36,815 shares of common stock, an amount equal to 3.0% of the aggregate number of shares of common stock sold in the Offering. The May 2019 Selling Agent Warrants will become exercisable one year from the date of issuance, expire on May 9, 2024 and have an exercise price of $2.82 per share. Also see Note 12. The Company also agreed to reimburse Alexander Capital for its expenses in connection with the Offering on a non-accountable basis in an amount equal to 1.0% of the gross proceeds of the Offering and up to $50,000 for other accountable expenses.


	July 2019 Underwritten Public Offering On July 17, 2019, we 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 million shares of our common stock. Each share of common stock was sold at a public offering price of $1.00 per share, resulting in gross proceeds to us of $5,000,000, or net proceeds of approximately $4,500,000, after deducting the underwriting discount, estimated legal fees and other offering expenses payable by the Company (the “July 2019 Public 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 share. The July 2019 Public Offering was conducted pursuant to our effective shelf registration statement on Form S-3 (File No. 333-231954), filed with the Securities and Exchange Commission (the “SEC”) 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. In addition to the underwriting discount received by the Underwriters, we also issued unregistered common stock purchase warrants to Wainwright to purchase up to 200,000 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants are exercisable immediately upon issuance, expire on July 17, 2024 and have an exercise price of $1.25 per share. Cyber-Related Fraud On August 8, 2019, management was advised that it was a victim of a cyber-related fraud whereby a hacker impersonated one of the Company’s key vendors to redirect payments, totaling $418,765. The Company, including the Audit Committee, completed its investigation and is reviewing all available avenues of recovery, including from the Company’s financial institution to recover the payments. As of September 30, 2019, the Company had recovered $50,858 from its financial institution but management is unable to determine the probability of recovering anything further from the cyber-related fraud. Therefore, as of September 30, 2019, the Company recorded a loss of $367,908 which is included in General and Administrative (“G&A”) expenses. As a result of the cyber-related fraud, the Company has instituted additional controls and procedures and all employees have now undergone cybersecurity training. Amendment to Charter and Approved Reverse Stock Split On December 19, 2019, at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock by 50,000,000 shares to 150,000,000 shares, and to authorize the Company’s Board of Directors to effect a reverse stock split of both the issued and outstanding and authorized shares of common stock of the Company, at a specific ratio, ranging from one-for-two (1:2) to one-for-five (1:5), any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors. The Company filed a Certificate of Amendment to its Charter with the Secretary of State of the State of Delaware on December 20, 2019, to increase the number of authorized shares of common stock to 150,000,000 shares. November 2019 Equity Offering On November 13, 2019 (the “Execution Date”), we entered into a purchase agreement, dated as of the Execution Date (the “LPC Purchase Agreement”), and a registration rights agreement, dated as of the Execution Date (the “LPC Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $15,000,000 of the Company’s common stock. Pursuant to the LPC Registration Rights Agreement, the Company is required to register the maximum number of shares of common stock that have been or may be issued to Lincoln Park under the LPC Purchase Agreement and as shall be permitted to be registered in accordance with applicable rules, regulations and interpretations of the SEC. We filed a registration statement with the SEC to register for resale under the Securities Act of 1933, as amended, (the “Securities Act”), up to 8,880,760 shares of common stock, representing 33.33% of the issued and outstanding shares of common stock on November 13, 2019, which registration statement was declared effective on January 14, 2020.


	December 2019 Convertible Note Offering On December 20, 2019, the Company began an offering of (i) Senior Convertible Promissory Notes in the principal amount of up to $8.0 million to certain accredited investors (the “Investors”), and (ii) warrants to purchase shares of the Company’s common stock, each pursuant to Note Purchase Agreements entered into by and between the Company and each of the Investors (the “NPAs”). Between December 20, 2019 and January 9, 2020, the Company issued Notes to the Investors in the aggregate principal amount of $6,904,000. Each Note matures on September 20, 2020, accrues interest at a rate of 9% per annum, and is convertible, at the option of the holder, into shares of the Company’s common stock at a price of $0.97 per share (the “Conversion Shares”). As additional consideration for the execution of the NPA, each Investor also received warrants to purchase that number of shares of the Company’s common stock equal to one-half of the Conversion Shares issuable upon conversion of the Notes (the “Warrant Shares”). The Warrants have an exercise price of $1.07 per share and expire five (5) years from the date of issuance. Pursuant to a Registration Rights Agreement (the “RRA”), executed by the Company and each Investor, the Company is required to register the Conversion Shares and Warrant Shares. We have filed this registration statement with the SEC that includes this prospectus to register for resale under the Securities Act of 1933, as amended, (the “Securities Act”), up to 11,583,969 shares of common stock, the Conversion Shares, the Warrant Shares and shares of Common Stock issuable upon conversion of the Placement Agent Warrants, as defined below. Placement agent fees of $553,860 were paid to Alexander Capital L.P. (the “Placement Agent”), who acted as the exclusive placement agent for the Note Offering, which cash fees were based on 9% of the aggregate principal amount of the Notes issued to the Investors introduced by the Placement Agent. In addition, the Placement Agent (i) was issued warrants, containing substantially the same terms and conditions as the Investor Warrants, to purchase an aggregate of 444,104 shares of common stock, representing 7% of the Conversion Shares issuable upon conversion of the Notes issued to the Investors introduced by the Placement Agent, (ii) was paid a non-accountable expense allowance of 1% of the gross proceeds from the Notes Offering introduced by the Placement Agent, or $61,540, and (iii) was reimbursed $50,000 for its counsel's fees. The Placement Agent Warrants have an exercise price of $1.21 per share and expire five (5) years from the date of issuance. In connection with the Note Offering, ADEC Private Equity Investments, LLC (“ADEC”), the holder of certain Senior Convertible Notes issued under that certain Note Purchase Agreement, dated as of February 14, 2019, in the aggregate original principal amount of $2.0 million, consented to the issuance of the Notes in the Note Offering in consideration for the repayment, in full, of $554,153 remaining due under the terms of the Senior Convertible Notes on or before January 2, 2020, net of the payment to ADEC of $550,000 made by the Company on December 23, 2019 and $1.0 million on December 31, 2019 from proceeds from the issuance of the Notes. Issuances of our common stock to the selling stockholders will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to the selling stockholders identified herein. See section captioned “Description of Convertible Note Offering” below.

	Shares	Maximum Number of Shares Being Offered Pursuant to this Prospectus		Shares Beneficially Owned After Offering
Name of Selling Stockholder	Beneficially Owned Prior to Offering(1)(2)	Senior Convertible Promissory Notes	Warrants	Number(3)	Percent*

Alexander D. Walsh	92,784	61,856	30,928	-	**
Amory Ross	431,444(4)	87,629	43,815	300,000	1.1%
Andrew Sanford	44,196	15,464	7,732	21,000	**
Archero 2020	38,661	25,774	12,887	-	**
Boulderwood LLC	154,640	103,093	51,547	-	**
Brenda B. Oakes	30,929	20,619	10,310	-	**
Brett Webbe	61,857	41,238	20,619	-	**
BTR Partners, LP	231,960(5)	154,640	77,320	-	**
C. Finnegan Faldi	48,661	25,774	12,887	10,000	**
Charles C. Krafczek	90,000	60,000	30,000	-	**
Chris Barcless	32,475	21,650	10,825	-	**
Christopher Lemp	38,661	25,774	12,887	-	**
Christopher Karl Mellon	154,640	103,093	51,547	-	**
Curtis G. Viebranz	154,640	103,093	51,547	-	**
Dan Verbic	77,321	51,547	25,774	-	**
Davina Lockhart	454,640	103,093	51,547	300,000	1.1%
Delta Services of North Branch Capital LP	193,299	128,866	64,433	-	**
Douglas Jensen	61,857	41,238	20,619	-	**
Edmond Burke Ross, Jr.	3,630,348(6)	773,196	386,598	2,470,554	8.8%
Edward Borkowski	628,420	103,093	51,547	473,780	1.8%
Frank W. Hamilton, III	773,196	515,464	257,732	-	**
Harbor Watch Partners LP	317,140(4)	103,093	51,547	162,500	**
Harry A. Miller IV	154,640	103,093	51,547	-	**
Harvard Home Mortgage, Inc.	154,640	103,093	51,547	-	**
Howard Fuhrman SEP IRA	394,279	206,186	103,093	85,000	**
JABCO LP	154,640(7)	103,093	51,547	-	**
JAC Family, LLC	77,321	51,547	25,774	-	**
Jackson Melnick	103,093	-	103,093	-	**
James Morizio	118,621	51,547	25,774	41,300	**
James Bellis	39,661	25,774	12,887	1,000	**
James M. Walton, Jr.	92,784	61,856	30,928	-	**
Jameson Stull	77,321	51,547	25,774	-	**
John B. deGrandpre, Jr.	38,661	25,774	12,887	-	**
Joseph Von Meister	38,661	25,774	12,887	-	**
Joseph & Molly Walton Tenants in the Entireties	92,784	61,856	30,928	-	**
Joshuah Melnick	103,093	-	103,093	-	**
Karolee Herner	15,465	10,310	5,155	-	**
Karolee Brown	30,929	20,619	10,310	-	**
Kathryn Parsons Revocable Trust	154,640(8)	103,093	51,547	-	**
Lawrence F. & Donna B. Michelson	77,321	51,547	25,774	-	**

Lincoln Park Capital Fund, LLC	1,337,685	567,011	283,506	487,168	1.8%
Mark Swaim	306,057	72,165	36,083	197,809	**
Mark Gaynor	38,661	25,774	12,887	-	**
Matthew Balk	1,235,110	231,960	115,980	887,170	3.3%
Neil M. Metzheiser	231,960	154,640	77,320	-	**
Nicholas Walsh	111,507	55,671	27,836	28,000	**
Nishan Vaitanian	46,392	30,928	15,464	-	**
Noel Rubin	75,156	50,104	25,052	-	**
Paul Lemp	38,661	25,774	12,887	-	**
Peter Herner	77,321	51,547	25,774	-	**
Philip A. Sigel Sunset Cove Irrevocable Trust	463,919(9)	309,279	154,640	-	**
Philip W. Smith III	77,321	51,547	25,774	-	**
PRK Partners LP	329,640(10)	103,093	51,547	175,000	**
Rachel Walton	92,784	61,856	30,928	-	**
Ray & Catherine Marzulli	75,000	50,000	25,000	-	**
Richard Melnick	717,437	412,372	-	98,879	**
Robert Holmes	154,640	103,093	51,547	-	**
Roger Kriete	77,321	51,547	25,774	-	**
RPLLC	75,311	50,207	25,104	-	**
RRNR Investments LLC	154,640	103,093	51,547	-	**
S. Clarke Moody	115,980	77,320	38,660	-	**
Sean Flanagan	15,465	10,310	5,155	-	**
Stacy L. Giunta Revocable Trust	77,321(11)	51,547	25,774	-	**
Stealth Capital Investment Corp.	1,773,196	515,464	257,732	1,000,000	3.6%
Todd Bates	15,465	10,310	5,155	-	**
William E. Webbe IV	38,661	25,774	12,887	-	**
William E. Webbe V	77,321	51,547	25,774	-	**
William H. Combs	15,465	10,310	5,155	-	**
William J. Pyznar	115,980	77,320	38,660	-	**

*	Beneficial ownership assumes the exercise of any Warrants and conversion of any Notes held by the selling stockholder.
**	Less than 1%.
(1)	Includes shares owned prior to the Note Offering, which shares are not being offered pursuant to this prospectus.
(2)	Includes shares of common stock issuable upon conversion of the Notes and shares of common stock issuable upon exercise of the warrants issued in connection with the Note Offering.
(3)	Based on 26,800,519 outstanding shares of our common stock as of February 20, 2020.
(4)	Includes 92,857 shares of common stock held by Harbor Watch Partners, LP, 103,093 shares of common stock issuable upon conversion of the Notes issued in connection with the Note Offering, and 121,190 shares issuable upon exercise of warrants held by Harbor Watch Partners, LP, of which 51,547 of such warrants were issued in connection with the Note Offering. As General Partner of Harbor Watch Partners, LP, Amory Ross holds sole voting and dispositive power over the shares held by such entity.
(5)	As General Partner of BTR Partners, Ben Ross holds sole voting and dispositive power over the shares held by such entity.
(6)	Includes (i) 719,545 shares of common stock, 773,196 shares of common stock conversion of Notes issued in connection with the Note Offering, and 461,598 shares of common stock issuable upon exercise of warrants, of which 386,598 of such warrants were issued in connection with the Note Offering, held by EBR Ventures, LLC; and (ii) 1,309,598 shares of common stock and 644,741 shares of common stock issuable upon exercise of warrants held by ADEC Private Equity Investments, LLC. As manager of EBR Ventures, LLC and ADEC Private Equity Investments, LLC, Edmond Burke Ross, Jr. holds sole voting and dispositive power over the shares held by each entity, subject to certain beneficial ownership blocker provisions.
(7)	As General Partner of JABCO LP, J. Geddes Parsons holds sole voting and dispositive power over the shares held by such entity.
(8)	As Trustee of Kathryn M. Parsons Rev. Trust, Kathryn M. Parsons holds sole voting and dispositive power over the shares held by such entity.
(9)	As Trustee of Philip A. Sigel Sunset Cove Irrevocable Trust, Philip A. Sigel holds sole voting and dispositive power over the shares held by such entity.
(10)	As a principal of PRK Partners, LP, Parthenia Ross Kiersted holds sole voting and dispositive power over the shares held by such entity.
(11)	As Trustee of Stacy L. Giunta Revocable Trust, Stacy L. Giunta holds sole voting and dispositive power over the shares held by such entity.

Director Nominee, Title	Age
Edward J. Borkowski – Chair and Independent Director	60
Charles J. Casamento – Independent Director	74
Alastair Riddell, MSc.,MDChB.,DSc. – Independent Director	70
Vern L. Schramm, Ph.D. – Independent Director	77
James Sapirstein – President, Chief Executive Officer and Non-Independent Director	58
Johan M. (Thijs) Spoor – Non-Independent Director	47

Name	Fees Earned or Paid in Cash	Stock Awards(1)	Option Awards(1)	All Other Compensation	Total
Edward J. Borkowski	$35,000	$43,350	$30,390	$-	$108,740
Charles J. Casamento	$35,000	$43,350	$30,390	$-	$108,740
Alastair Riddell	$35,000	$43,350	$30,390	$-	$108,740
Vern L. Schramm	$35,000	$43,350	$30,390	$-	$108,740

Current Named Executive Officers(1)	Year	Salary	Bonus	Equity Awards(5)	All Other Compensation	Total
James Sapirstein	2019	$102,444	$-	$243,700	$-	$346,104
President and Chief Executive Officer	2018	$-	$-	-(2)	$-	-
James E. Pennington	2019	$255,000	$75,000	$111,430	$-	$441,430
Chief Medical Officer	2018	$148,718	$-	$155,475	$-	$304,193

Former Named Executive Officers
Johan M. (Thijs) Spoor	2019	$340,177	$255,000	$151,950	$-	$747,127
Former President and Chief Executive Officer	2018	$425,000	$212,500	$608,000(4)	$-	$1,245,500
Maged Shenouda(3)	2019	$308,035	$100,000	$101,300	$-	$509,335
Former Chief Financial Officer	2018	$296,666	$82,500	$207,300(4)	$-	$586,466
Daniel Dupret	2019	$151,393	$-	$-	$-	$-
Former Chief Scientific Officer	2018	$234,999	$-	$169,980(4)	$-	$404,979

Former Named Executive Officers

Johan (Thijs) Spoor	1/4/2016(1)	100,000	-	$1.00	1/4/2021
	2/3/2017	100,000	-	$4.48	2/3/2027
	2/3/2017(2)	-	-	-
	9/29/2017(3)	-	-	-		100,000	425,000	200,000	-
	6/28/2018					141,667	430,668	-	-
	6/13/2019	-	150,000	$1.70	6/12/2024

Maged Shenouda	2/3/2017	30,000	-	$4.48	2/2/2027
	9/26/2017(4)	100,000	-	$4.39	9/24/2027
	6/28/2018	100,000	-	$3.04	6/27/2023

	AZURRX BIOPHARMA, INC.
February 24, 2020	By: /s/ James Sapirstein Name: James Sapirstein Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ Daniel Schneiderman Name: Daniel Schneiderman Title: Chief Financial Officer (Principal Accounting Officer)

(1)	Represents the aggregate grant date fair value of shares of the Company’s common stock issued to each of our non-employee directors in 2019 as partial payment of fees payable for each director’s service on the Board in 2019, calculated in accordance with ASC Topic 718.

(2)	Represents the aggregate grant date fair value of stock options issued to each of our non-employee directors in 2019, calculated in accordance with ASC Topic 718. As of December 31, 2019, Mr. Borkowski held a total of 60,000 outstanding stock options, Mr. Casamento held a total of 30,000 outstanding stock options, Dr. Riddell held a total of 60,000 outstanding stock options, and Mr. Schramm held a total of 30,000 outstanding stock options.

Executive Officer	Age	Title
James Sapirstein	58	President, Chief Executive Officer and Director
Daniel Schneiderman(1)	41	Chief Financial Officer
James E. Pennington	76	Chief Medical Officer

(1)	Daniel Schneiderman was appointed as Chief Financial Officer subsequent to the year ended December 31, 2019, and therefore is excluded from the table.
(2)	Mr. Sapirstein received no compensation during this period or prior to his appointments as the Company’s President and Chief Executive Officer effective October 8, 2019.
(3)	Mr. Shenouda’s employment with the Company as Chief Financial Officer terminated effective November 30, 2019.
(4)	Represents the grant date fair value of restricted stock and stock options issued during the year ended December 31, 2018, calculated in accordance with ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 13 of the notes to the consolidated financial statements contained in the Company’s Annual Report, filed with the SEC on April 1, 2019.

	Option Awards					Stock Awards
Name	Grant Date	Number of securities underlying unexercised options (#) exercisable	Equity incentive plan awards: Number of underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of Unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or Payout value of unearned shares, units or other rights that have not vested ($)

James Sapirstein	10/8/2019	-	300,000	$0.56	10/7/2029
	10/8/2019					-	-	200,000	112,000

James E. Pennington	6/28/2018	75,000	-	$3.04	6/27/2023
	6/13/2019	-	110,000	$1.70	6/12/2024

(1)	Represents options to purchase shares of the Company’s common stock issued to Mr. Spoor by a third party, prior to the Company’s initial public offering in October 2016.
(2)	Represents the restricted stock award issued to Mr. Spoor on February 3, 2017 under the terms of his employment agreement, which shares will only vest as follows: (i) 50,000 upon the first commercial sale in the United States of MS1819, and (ii) 50,000 upon our total market capitalization exceeding $1.0 billion for 20 consecutive trading days. These remained unvested upon termination of Mr. Spoor’s employment on October 8, 2019. The value reported for this award was calculated using the closing price of the Company’s common stock on September 29, 2017, as reported by NASDAQ, assuming achievement if the maximum award amount.
(3)	Represents the restricted stock award issued to Mr. Spoor on February 3, 2017 under the terms of his employment agreement, which shares will only vest as follows: (i) 50,000 upon the first commercial sale in the United States of MS1819, and (ii) 50,000 upon our total market capitalization exceeding $1.0 billion for 20 consecutive trading days. These remained unvested upon termination of Mr. Spoor’s employment on October 8, 2019. The value reported for this award was calculated using the closing price of the Company’s common stock on September 29, 2017, as reported by NASDAQ, assuming achievement if the maximum award amount.
(4)	Represents stock options issued to Mr. Shenouda on September 26, 2017, which options were subject to the following vesting schedule so long as Mr. Shenouda was serving as either Executive Vice-President of Corporate Development or as Chief Financial Officer of the Company: (i) 75% upon FDA acceptance of a U.S. IND application for MS1819, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans(1)
Equity compensation plans approved by security holders	2,187,500	$2.30	701,792
Equity compensation plans not approved by security holders	-	-	-
Total	2,187,500	$2.30	701,792

	Amount
SEC Registration Fee	$1,623.89
Legal Fees and Expenses	50,000
Accounting Fees and Expenses	10,000
Transfer Agent and Registrar fees and expenses	2,000
Miscellaneous Expenses	2,000

Total expenses	$65,623.89

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference from Exhibit 3.1 filed with Registration Statement on Form S-1, filed July 13, 2016).
3.2		Certificate of Amendment to Certificate of Incorporation of the Registrant (Incorporated by reference from Exhibit 3.1 filed with Current Report on Form 8-K, filed December 30, 2019).
3.3		Amended and Restated Bylaws of the Registrant (Incorporated by reference from Exhibit 3.2 filed with Registration Statement on Form S-1, filed July 13, 2016).
4.1		Form of common stock Certificate (Incorporated by reference from Exhibit 4.1 filed with Amendment No 1. to Registration Statement on Form S-1, filed July 29, 2016).
4.2		Form of Investor Warrant (Incorporated by reference from Exhibit 4.2 filed with Registration Statement on Form S-1, filed July 13, 2016).
4.3		Form of Underwriter Warrant (Incorporated by reference from Exhibit 4.3 filed with Amendment No 1. to Registration Statement on Form S-1, filed July 29, 2016).
4.4		Form of Underwriter Warrant (Incorporated by reference from Exhibit 4.1 filed with Current Report on Form 8-K, filed May 4, 2018).
4.5		Form of Selling Agent Warrant (Incorporated by reference from Exhibit 4.1 filed with Current Report on Form 8-K, filed April 3, 2019).
4.6		Form of Selling Agent Warrant (Incorporated by reference from Exhibit 4.1 filed with Current Report on Form 8-K, filed May 14, 2019).
4.7		Form of Underwriter Warrant (Incorporated by reference from Exhibit 4.1 filed with Current Report on Form 8-K, filed July 22, 2019).
5.1*		Opinion of Disclosure Law Group, a Professional Corporation (filed herewith).
10.1		Stock Purchase Agreement dated May 21, 2014 between the Registrant, Protea Biosciences Group, Inc. and its wholly-owned subsidiary, Protea Biosciences, Inc (Incorporated by reference from Exhibit 10.1 filed with Registration Statement on Form S-1, filed July 13, 2016).
10.2+		Amended and Restated Joint Research and Development Agreement dated January 1, 2014 between the Registrant and Mayoly (Incorporated by reference from Exhibit 10.2 filed with Registration Statement on Form S-1, filed July 13, 2016).
10.3		Amended and Restated AzurRx BioPharma, Inc. 2014 Omnibus Equity Incentive Plan (Incorporated by reference from Exhibit 10.3 filed with Registration Statement on Form S-1, filed July 13, 2016).

10.4		Employment Agreement between the Registrant and Mr. Spoor (Incorporated by reference from Exhibit 10.4 filed with Registration Statement on Form S-1, filed July 13, 2016).
10.5		Securities Purchase Agreement dated April 11, 2017 between the Registrant and Lincoln Park Capital Fund, LLC (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed April 12, 2017).
10.6		12% Senior Secured Original Issue Discount Convertible Debenture between the Registrant and Lincoln Park Capital Fund, LLC (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed April 12, 2017).
10.7		Form of Series A Warrant dated April 11, 2017 between the Registrant and Lincoln Park Capital Fund, LLC (Incorporated by reference from Exhibit 10.3 filed with Current Report on Form 8-K, filed April 12, 2017).
10.8		Registration Rights Agreement dated April 11, 2017 between the Registrant and Lincoln Park Capital Fund, LLC (Incorporated by reference from Exhibit 10.4 filed with Current Report on Form 8-K, filed April 12, 2017).
10.9		Form of Securities Purchase Agreement dated June 5, 2017 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed June 9, 2017).
10.10		Form of Registration Rights Agreement dated June 5, 2017 (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed April 12, 2017).

10.11		Form of Series A Warrant, dated June 5, 2017 (Incorporated by reference from Exhibit 10.3 filed with Current Report on Form 8-K, filed June 9, 2017).
10.12		Form of Series A-1 Warrant, dated June 5, 2017 (Incorporated by reference from Exhibit 10.4 filed with Current Report on Form 8-K, filed June 9, 2017).
10.13		Sublicense Agreement dated August 7, 2017 by and between the Registrant and TransChem, Inc. (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed August 11, 2017).
10.14		Employment Agreement between the Registrant and Mr. Shenouda (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed October 2, 2017).
10.15		Modification to 12% Senior Secured Original Issue Discount Convertible Debenture, dated November 10, 2017 (Incorporated by reference from Exhibit 10.1 filed with Quarterly Report on Form 10-Q, filed November 13, 2017).
10.16		Form of Exercise Letter (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed January 5, 2018).
10.17		Form of Partial Exercise Letter (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed January 5, 2018).
10.18		Asset Sale and Purchase Agreement, dated December 7, 2018, by and between Protea Biosciences Group, Inc., Protea Biosciences, Inc. and AzurRx Biopharma, Inc. (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed December 13, 2018).
10.19		Note Purchase Agreement, dated February 14, 2019 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed February 20, 2019).
10.20		Senior Convertible Note A, dated February 14, 2019 (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed February 20, 2019).
10.21		Senior Convertible Note B, dated February 14, 2019 (Incorporated by reference from Exhibit 10.3 filed with Current Report on Form 8-K, filed February 20, 2019).
10.22		Pledge Agreement, dated February 14, 2019 (Incorporated by reference from Exhibit 10.4 filed with Current Report on Form 8-K, filed February 20, 2019).
10.23		Warrant Amendment, dated February 14, 2019 (Incorporated by reference from Exhibit 10.5 filed with Current Report on Form 8-K, filed February 20, 2019).
10.24		Registration Rights Agreement, dated February 14, 2019 (Incorporated by reference from Exhibit 10.6 filed with Current Report on Form 8-K, filed February 20, 2019).
10.25#		Asset Purchase Agreement, by and between AzurRx BioPharma, Inc., AzurRx BioPharma SAS and Laboratories Mayoly Spindler SAS, dated March 27, 2019 (Incorporated by reference from Exhibit 10.25 filed with Annual Report on Form 10-K, filed April 1, 2019).
10.26#		Patent License Agreement, by and between AzurRx BioPharma, Inc. and Laboratories Mayoly Spindler SAS, dated March 27, 2019 (Incorporated by reference from Exhibit 10.26 filed with Annual Report on Form 10-K, filed April 1, 2019).

10.27		Selling Agent Agreement, by and between AzurRx BioPharma, Inc. and Alexander Capital, L.P., dated April 1, 2019 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed April 3, 2019).
10.28		Selling Agent Agreement, by and between AzurRx BioPharma, Inc. and Alexander Capital, L.P., dated May 9, 2019 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed May 14, 2019).
10.29		Employment Agreement between the Registrant and Mr. Sapirstein (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed October 11, 2019).
10.30		Securities Purchase Agreement, dated November 13, 2019 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed November 14, 2019).
10.31		Registration Rights Agreement, dated November 13, 2019 (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed November 14, 2019).
10.32		Form of Note Purchase Agreement (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed December 30, 2019).
10.33		Form of Senior Convertible Promissory Note (Incorporated by reference from Exhibit 10.2 filed with Current Report on Form 8-K, filed December 30, 2019).
10.34		Form of Warrant (Incorporated by reference from Exhibit 10.3 filed with Current Report on Form 8-K, filed December 30, 2019).
10.35		Form of Registration Rights Agreement (Incorporated by reference from Exhibit 10.4 filed with Current Report on Form 8-K, filed December 30, 2019).
10.36		Employment Agreement by and between AzurRx BioPharma, Inc. and Daniel Schneiderman, dated January 1, 2020 (Incorporated by reference from Exhibit 10.1 filed with Current Report on Form 8-K, filed January 6, 2020).
14.1		Code of Ethics of AzurRx BioPharma, Inc. Applicable To Directors, Officers And Employees (Incorporated by reference from Exhibit 14.1 filed with Registration Statement on Form S-1, filed July 13, 2016).
21.1		Subsidiaries of the Registrant (Incorporated by reference from Exhibit 21.1 filed with Registration Statement on Form S-1, filed July 13, 2016).
23.1*		Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2*		Consent of Independent Registered Public Accounting Firm – Mazars USA LLP (filed herewith).
24		Power of Attorney (located on signature page to Registration Statement on Form S-3 filed February 7, 2020).

*	Filed herewith.

+	Confidential treatment has been granted with respect to portions of this exhibit.
#	Certain portions of this exhibit (indicated by “[*****]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed.

Signature	Title	Date

/s/ James Sapirstein	President, Chief Executive Officer and Director	February 24, 2020
James Sapirstein	(Principal Executive Officer)

/s/ *	Chief Financial Officer	February 24, 2020
Daniel Schneiderman	(Principal Accounting Officer)


/s/ *	Chair of the Board of Directors	February 24, 2020
Edward J. Borkowski

/s/ *	Director	February 24, 2020
Charles Casamento

/s/ *	Director	February 24, 2020
Alastair Riddell

/s/ *	Director	February 24, 2020
Vern Lee Schramm

__________________	Director	February 24, 2020
Johan (Thijs) M. Spoor