GridAI Technologies Corp S-3, filed Feb 1, 2021

GridAI Technologies Corp. (GRDX)

S-3 2021-02-01

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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(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.0001 per share	26,118,113(2)	$1.46(3)	$38,132,445	$4,160.24

PROSPECTUS SUMMARY	1
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
DESCRIPTION OF TRANSACTIONS	8
SELLING STOCKHOLDERS	9
USE OF PROCEEDS	10
PLAN OF DISTRIBUTION	11
DESCRIPTION OF SECURITIES	12
LEGAL MATTERS	16
EXPERTS	16
WHERE YOU CAN FIND MORE INFORMATION	16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	17
EXHIBIT INDEX	II-3


	The Offering

	Shares of common stock offered by the selling stockholders		26,118,113 shares of common stock issuable upon exercise, for cash, of Series B Exchange Warrants held by the selling stockholders.

	Shares of common stock outstanding before this offering		49,437,054 shares of common stock

	Shares of common stock to be outstanding after giving effect to the issuance of shares registered hereunder		75,555,167 shares of common stock

	Use of proceeds		We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder. However, we may receive proceeds of up to approximately $20.9 million from the cash exercise of the warrants by the selling stockholders, once the registration statement, of which this prospectus is a part, is declared effective. We anticipate that proceeds that we receive from the cash 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 12 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”.


	PROSPECTUS 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 targeted, non-systemic therapies for the treatment of patients with gastrointestinal (“GI”) diseases. Non-systemic therapies are non-absorbable drugs that act locally, i.e. the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation. We are currently focused on developing our pipeline of three gut-restricted GI clinical drug candidates. The lead therapeutic candidate is MS1819, a recombinant lipase for the treatment of exocrine pancreatic insufficiency (“EPI”) in patients with cystic fibrosis and chronic pancreatitis, currently in two Phase 2 clinical trials. We plan to launch two clinical programs using proprietary formulations of niclosamide, a pro-inflammatory pathway inhibitor; FW-420, for grade 1 Immune Checkpoint Inhibitor-Associated Colitis (“ICI-AC”) and diarrhea in oncology patients and FW-1022, for Severe Acute Respiratory Syndrome Coronavirus 2 (“COVID-19” or “COVID”) gastrointestinal infections. Each drug candidate is described below: MS1819 MS1819 is a recombinant lipase enzyme for the treatment of exocrine pancreatic insufficiency (“EPI”) associated with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). MS1819, supplied as an oral non-systemic biologic capsule, is derived from the Yarrowia lipolytica yeast lipase and breaks up fat molecules in the digestive tract of EPI patients so that they can be absorbed as nutrients. Unlike the standard of care, the MS1819 synthetic lipase does not contain any animal products. EPI is a condition characterized by deficiency of the exocrine pancreatic enzymes, resulting in a patient’s inability to digest food properly, or maldigestion. The deficiency in this enzyme can be responsible for greasy diarrhea, fecal urge and weight loss. There are more than 30,000 patients with EPI caused by CF according to the Cystic Fibrosis Foundation approximately and approximately 90,000 patients in the U.S. with EPI caused by CP according to the National Pancreas Foundation. Patients are currently treated with porcine pancreatic enzyme replacement pills (“PERT”). MS1819 – Phase 2b OPTION 2 Cystic Fibrosis Monotherapy Studies On October 17, 2019, we announced that the Cystic Fibrosis Foundation Data Safety Monitoring Board (the “CFF DSMB”) completed its review of our final results of the OPTION Cross-Over Study and had found no safety concerns for MS1819, and that the CFF DSMB supported our plan to proceed to a higher 4.4 gram dose of MS1819 with enteric capsules in the multi-center dose escalation Phase 2b 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 clinical trial protocol has been reviewed by the FDA with no comments. In April 2020, the Company received approval to conduct the OPTION 2 Trial in Therapeutics Development Network (“TDN”) clinical sites in the U.S. as well as Institutional Review Board (“IRB”) approval to commence the OPTION 2 Trial.


	The OPTION 2 Trial is designed to investigate the safety, tolerability and efficacy of MS1819 (2.2 gram and 4.4 gram doses in enteric capsules) in a head-to-head manner versus the current standard of care, porcine pancreatic enzyme replacement therapy (“PERT”) pills. The OPTION 2 Trial will be an open-label, crossover study, conducted in 15 sites in the U.S. and Europe. A total of 30 CF patients 18 years or older will be enrolled. MS1819 will be administered in enteric capsules to provide gastric protection and allow optimal delivery of enzyme to the duodenum. Patients will first be randomized into two cohorts: to either the MS1819 arm, where they receive a 2.2 gram daily oral dose of MS1819 for three weeks; or to the PERT arm, where they receive their pre-study dose of PERT pills for three weeks. After three weeks, stools will be collected for analysis of coefficient of fat absorption (“CFA”). Patients will then be crossed over for another three weeks of the alternative treatment. After three weeks of cross-over therapy, stools will again be collected for analysis of CFA. A parallel group of patients will be randomized and studied in the same fashion, using a 4.4 gram daily dose of MS1819. All patients will be followed for an additional two weeks after completing both crossover treatments for post study safety observation. Patients will be assessed using descriptive methods for efficacy, comparing CFA between MS1819 and PERT arms, and for safety. We initiated the OPTION 2 Trial in July 2020 with the first patient screened and three clinical trial sites activated in the U.S. In August 2020, the Company dosed the first patients and initiated the European arm of the OPTION 2 Trial. Topline data is anticipated in the first quarter of 2021; however, this timeline may be further delayed due to the COVID-19 pandemic. In November 2020, we submitted a protocol amendment for the OPTION 2 Trial to add a study arm that uses an immediate release MS1819 capsule to compare data from the existing arm, that uses delayed-release enteric capsules with data from the new arm, that uses immediate release capsules, in order to determine the optimal dose and delivery method. We plan to initiate the OPTION 2 study extension in early first quarter 2021. MS1819 – Phase 2 Combination Therapy Study In addition to the monotherapy studies, we launched a Phase 2 multi-center clinical trial (the “Combination Trial”) in Europe 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 (700 mg, 1120 mg and 2240 mg per day, respectively), in conjunction with a stable dose of PERTs, in order to increase CFA and relieve abdominal symptoms in uncontrolled CF patients. 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. We dosed the first patients in its Combination Trial in Hungary in October 2019. Planned enrollment is expected to include approximately 24 CF patients with severe EPI, at clinical trial sites in Hungary and additional countries in Europe, including Turkey. Topline data is currently expected in the first half of 2021; however, this timeline may be further delayed due to the COVID-19 pandemic. We announced positive interim data on the first five patients in the Combination Trial in August 2020. The primary efficacy endpoint was met, with CFAs greater than 80% for all patients across all visits. For secondary efficacy endpoints, we observed that stool weight decreased, the number of stools per day decreased, steatorrhea improved, and body weight increased. Additionally, no serious adverse events were reported. We opened a total of five clinical sites for the Combination Trial in Turkey in October 2020 and announced that its first patients were dosed in November 2020. We currently have a total of nine of the expected ten sites in Europe active and recruiting patients. License Agreement with First Wave Bio, Inc. On December 31, 2020, we entered into a License Agreement (the “First Wave License Agreement”) with First Wave Bio, Inc. (“First Wave”). Pursuant to the First Wave License Agreement, First Wave granted us a worldwide, exclusive right to develop, manufacture, and commercialize First Wave’s proprietary immediate release and enema formulations of niclosamide for the fields of treating ICI-AC and COVID in humans (the “Product”). The Product uses First Wave’s proprietary formulations of niclosamide, a pro-inflammatory pathway inhibitor. We plan to commence in 2021 both a Phase 2 trial of the Product for COVID in GI and a Phase 1b/2a trial for ICI-AC.


	In consideration of the license and other rights granted by First Wave, we paid First Wave a $9.0 million upfront cash payment and an additional payment of $1.25 million due on June 30, 2021. In addition, we are obligated to pay potential milestone payments to First Wave totaling up to $37.0 million for each indication, based upon the achievement of specified development and regulatory milestones. We are also obligated to pay First Wave royalties as a mid-single digit percentage of net sales of the Product, subject to specified reductions. We are now solely responsible, and have agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to the Products in the ICI-AC and COVID fields. We may sublicense our rights under the First Wave License Agreement and, if we do so, we will be obligated to pay milestone payments and royalties to First Wave based on the sublicensee’s development and commercialization of the Products. Pursuant to the First Wave License Agreement, First Wave retains rights to develop and commercialize the licensed niclosamide formulations outside the ICI-AC and COVID fields, and to develop and commercialize other niclosamide formulations that are not licensed to us. However, if prior to April 30, 2021, First Wave seeks to outlicense, sell to or otherwise grant rights to a third party related to any products containing niclosamide for use outside the ICI-AC or COVID fields to develop or commercialize a product containing niclosamide for use outside of the field then First Wave shall provide to us written notice of such proposal, in reasonable detail and we shall have the right and option to negotiate with First Wave with respect to a definitive agreement for the acquisition of First Wave. Pursuant to the First Wave License Agreement, we grant First Wave a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license for use outside the ICI-AC and COVID fields, with the right to grant sublicenses, under any program IP and other intellectual property owned by us and incorporated into the Product. The First Wave License Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such product in such country. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable country and ends on date of expiration of the last to expire royalty term with respect to the country. The First Wave License Agreement may be terminated earlier in specified situations, including termination for uncured material breach of the First Wave License Agreement by either party, termination by us in specified circumstances, termination by First Wave in specified circumstances, termination by us for convenience with advance notice, and termination upon a party’s insolvency or bankruptcy. After expiration of the royalty term, we shall have a non-exclusive, fully-paid, perpetual, royalty-free right and irrevocable license with respect to any Product in any country within the territory. The First Wave License Agreement also contains customary representations, warranties and covenants by both parties, as well as customary provisions relating to indemnification, confidentiality and other matters. 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 sales.


	Recent Developments Series B Exchange Right On July 16, 2020, we consummated an offering of shares of our Series B Preferred Stock (the “Series B Offering”) in which we issued an aggregate of 2,912.583005 shares of Series B Preferred Stock, at a price of $7,700.00 per share, initially convertible into an aggregate of 29,125,756 shares of Common Stock at $0.77 per share, together with warrants (the “Series B Warrants”) to purchase an aggregate of 14,562,826 shares of Common Stock at an exercise price of $0.85 per share. Under the Series B Certificate of Designations, in the event we effect any issuance of Common Stock or common stock equivalents for cash consideration, or a combination of units thereof, each holder of the Series B Preferred Stock has the right to exchange the stated value, plus accrued and unpaid dividends, of the Series B Preferred Stock for any securities issued in a Subsequent Financing (as defined in the Series B Certificate of Designations), on a dollar-for-dollar basis, in lieu of any cash subscription payments therefor, which we refer to as the Series B Exchange Rights. The terms and conditions of the Series B Preferred Stock and the Series B Offering were reported in our Current Report on Form 8-K filed July 20, 2020, which is incorporated herein by reference. On December 31, 2020, we entered into a securities purchase agreement (the “Series C Purchase Agreement”) with a certain accredited investor, pursuant to which we agreed to sell in a registered direct offering (the “Series C Registered Direct Offering”) 5,333.333 shares of our Series C 9.00% Convertible Junior Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at a price of $750 per share, which shares were initially convertible into an aggregate of 5,333,334 shares of Common Stock, at an initial stated value of $750.00 per share and a conversion price of $0.75 per share. The Series C Registered Direct Offering closed on January 6, 2021. Concurrently with the Series C Registered Direct Offering, in a private placement (the “Series C Private Placement,” and together with the Series C Registered Direct Offering, the “Series C Offerings”), we also sold to the investor, an additional 5,333.333 shares of Series C Preferred Stock at the same price as the Series C Preferred Stock offered in the Series C Registered Direct Offering, which shares were initially convertible into an aggregate of 5,333,334 shares of our Common stock, together with warrants to purchase up to an aggregate of 10,666,668 shares of Common Stock, with an exercise price of $0.80 per share and an expiration term through July 6, 2026. The Series C Private Placement closed on January 6, 2021. The terms of the Series C Offerings were reported in our Current Reports on Form 8-K filed January 4, 2021, January 8, 2021 and January 13, 2021, which are incorporated herein by reference. As a result of the Series C Offerings, pursuant to the Series B Certificate of Designation and the Series B Exchange Right, we are required to issue (in addition to shares of Series C Preferred Stock) Series B Exchange Warrants to purchase up to an additional 26,118,113 shares of Common Stock to any holders of Series B Preferred Stock who elect to exercise their Exchange Rights. As of January 29, 2021, the shares of Series C Preferred Stock potentially issuable in relation to the Series B Exchange Rights would have been convertible into an aggregate of up to 676,811 incremental shares of Common Stock (beyond the 25,380,587 shares of Common Stock into which the underlying shares of Series B Preferred Stock, including accrued and unpaid dividends thereon, were convertible as of such date) at a conversion price of $0.75 per share, subject to certain limitations. In addition, as of January 29, 2021, the Series B Exchange Warrants potentially issuable in relation to the Series B Exchange Rights would have been exercisable for up to an aggregate of 26,057,398 additional shares of Common Stock, at an exercise price of $0.80 per share. In addition, this prospectus registers for resale the shares of Common Stock underlying warrants potentially issuable pursuant to the Series B Exchange Right in respect of accrued or paid-in-kind dividend obligations relating to the Series B Preferred Stock. In accordance with applicable Commission guidance (Securities Act Forms Compliance and Disclosure Interpretations 116.13), this prospectus registers for resale, on behalf of the selling stockholders named herein, the shares of Common Stock issuable upon exercise of the Series B Exchange Warrants. Pursuant to the Series C Purchase Agreement, we must hold a meeting of our stockholders not later than March 31, 2021 to seek such approval as may be required from our stockholders (the “Stockholder Approval”), in accordance with applicable law, the applicable rules and regulations of the Nasdaq Stock Market, our certificate of incorporation and bylaws and the General Corporate Law of the State of Delaware. Until the Stockholder Approval has been obtained, the Series B Exchange Warrants held by the selling stockholders named herein may not be exercised for any shares of our Common Stock. We have scheduled a special meeting of our stockholders to be held on February 24, 2021, for the purpose of obtaining the Stockholder Approval. Please see our Definitive Proxy Statement filed on January 19, 2021. The terms of the offerings described above were previously reported in our Current Reports on Form 8-K filed on July 20, 2020, January 4, 2021, January 8, 2021 and January 13, 2021, which are incorporated herein by reference. Corporate Information We were incorporated on January 30, 2014 in the State of Delaware. In June 2014, we acquired 100% of the issued and outstanding capital stock of AzurRx SAS. Our principal executive offices are located at 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445. Our telephone number is (646) 699-7855. We maintain a website at www.azurrx.com. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

	Shares Beneficially Owned Prior to	Shares of Common Stock Offered Underlying Series B Exchange	Shares Beneficially Owned After this Offering (3)
Name of Selling Stockholder	Offering (1) (2) (3)	Warrants	Number (3)	Percent (4)
Alexander D. Walsh	401,595	144,231	257,364	*
Allen Whittemore & Mary Walton	518,386	210,492	307,894	*
Amory Ross (5)	751,653	124,808	626,845	1.3%
Andrew Amorosi	259,193	105,246	153,947	*
Andrew Johnston ROTH IRA	165,290	67,061	98,229	*
Andrew Sanford	162,441	57,190	105,251	*
Archero 2020	282,953	107,045	175,908	*
Arthur Smalley	103,676	42,098	61,578	*
Beatrice Knox-Johnston	276,472	112,262	164,210	*
Bellis, Blauvelt-Demarest Foundations, Inc.	138,236	56,131	82,105	*
Bolton Equities Management USA, LLC	1,727,953	701,639	1,026,314	2.1
Boulderwood LLC	697,268	251,523	445,745	*
Brenda B. Oakes	295,483	113,702	181,781	*
Brett Webbe	349,049	129,174	219,875	*
Brio Capital Master Fund, Ltd.	860,212	348,937	511,275	1.0
Brody 2016 Family Trust	26,610	10,805	15,805	*
Bruce Conway	1,005,876	408,438	597,438	1.2
Bryan McShane	626,754	210,492	416,262	*
BTR Partners LP (6)	658,395	220,249	438,146	*
C. Erik Young	345,591	140,328	205,263	*
C. Finnegan Faldi	195,923	71,647	124,276	*
Carl T. Rennie	120,525	48,899	71,626	*
Carlos A. Franceschi	258,269	104,784	153,485	*
Carole Greenwell	1,215,083	493,387	721,696	1.5
Charles C. Krafczek	340,964	120,078	220,886	*
Chris Barcless	92,170	30,799	61,371	*
Christopher Crain	179,706	72,970	106,736	*
Christopher D. Lemp	144,631	50,879	93,752	1.4
Christopher Karl Mellon	957,317	357,325	599,992	*
Christopher Laffey (7)	345,591	140,328	205,263	*
Curtis G. Viebranz	699,486	252,632	446,854	*
Dan Verbic	392,686	143,753	248,933	*
Daniel J Schultz	86,397	35,082	51,315	*
Daniel R. Honeker	345,591	140,328	205,263	*
David Allan Freedman	86,397	35,082	51,315	*
David B. Campbell	103,306	41,913	61,393	*
David C. Johnson	172,795	70,164	102,631	*
Davina Lockhart	437,641	146,188	291,453	*
Deborah C. Mash	138,236	56,131	82,105	*
Delta Services of North Branch Capital LP	809,559	289,479	520,080	1.0
Douglas Jensen	348,367	128,897	219,470	*
Duncan Lamb	362,869	147,344	215,525	*
EBR Ventures LLC (8)	3,283,972	1,096,883	2,187,089	4.4%
Edward J. Borkowski (9)	1,908,087	498,345	1,409,742	2.9%
Edwin W. Laffey Jr	42,670	16,839	25,831	*
Elisa H. Allen	86,089	34,928	51,161	*
Eric Ridder	172,795	70,164	102,631	*
Eric Ridder Jr	172,795	70,164	102,631	*
Eric Workin	34,443	13,975	20,468	*
FirstFire Global Opportunities Fund, LLC	526,312	206,338	319,974	*
Francis H Bowen	275,762	111,881	163,881	*
Frank W Hamilton	3,931,128	1,439,264	2,491,864	5.0
Gary and Robin Gibson	516,536	209,567	306,969	*
Gary L. Brody	17,278	7,016	10,262	*
Gary Ryan Hart	241,912	98,229	143,683	*
Geoffrey J. Toman	172,179	69,856	102,323	*
Girls Night Out LLC	345,591	140,328	205,263	*
H. Robert Holmes	345,591	140,328	205,263	*
Harbor Watch Partners LP	438,931	146,833	292,098	*
Harry A. Miller IV	437,425	146,080	291,345	*
Harvard Home Mortgage Inc.	1,302,908	497,653	805,255	1.6
Howard Fuhrman SEP IRA	875,281	292,376	582,905	1.1
JABCO LP (10)	786,226	287,853	498,373	1.0
JAC Family, LLC	564,028	213,150	350,878	*
Jacob Anthony Owens	34,559	14,033	20,526	*
Jacqueline Anne Matera & Gayle Lynne Matera	51,838	21,049	30,789	*
James Barone	137,744	55,885	81,859	*
James Bellis	161,912	57,896	104,016	*
James Morizio	219,489	73,348	146,141	*
James Sapirstein (11)	395,591	140,328	255,263	*
James Scott Croasdale	172,179	69,856	102,323	*
Jameson Stull	414,442	143,857	270,585	*
Jeffrey Craig Link Jr.	69,119	28,066	41,053	*
Jeffrey M Bertling	172,795	70,164	102,631	*
Joe Stack	172,179	69,856	102,323	*
John Degrandpre	269,822	101,713	168,109	*
John H de Neufville	345,591	140,328	205,263	*
John Hamblin	103,676	42,098	61,578	*
John J. Maydick Jr.	17,196	6,975	10,221	*
John L. Kemmerer, Jr. Trust dtd 6/24/57 FBO Constance A. Kemmerer	691,182	280,656	410,526	*
John L. Kemmerer, Jr. Trust dtd 6/24/57 FBO Elizabeth K. Gray	691,182	280,656	410,526	*
John L. Kemmerer, Jr. Trust dtd 6/24/57 FBO John L. Kemmerer, III	691,182	280,656	410,526	*
John McCrossin	34,559	14,033	20,526	*
John McMichael Cox	69,119	28,066	41,053	*
Jonathan K. Greenwell	34,559	14,033	20,526	*
Jonathan Paul Jacobs	345,591	140,328	205,263	*
Jonathan S. Scarpati	345,591	140,328	205,263	*
Joseph P. von Meister	248,118	92,900	155,218	*
Karolee Brown	191,737	71,576	120,161	*
Karolee Herner	43,934	14,688	29,246	*
Kathryn M. Parsons Rev Trust (12)	786,226	287,853	498,373	1.0
Kenneth D. Hendriksen	172,795	70,164	102,631	*
Kevin McCaffrey	206,615	83,827	122,788	*
Kirsten Dermer	86,089	34,928	51,161	*
Kyle Wade Huey	94,349	38,311	56,038	*
Larry J. Lambert II	86,397	35,082	51,315	*
Laurence Lytton	829,313	317,254	512,059	1.0
Laurie B. Mellon	172,795	70,164	102,631	*
Lawrence F. & Donna B. Michelson	662,135	249,103	413,032	*
Lincoln Park Capital Fund, LLC	2,770,530	804,373	1,966,157	3.9%
Lind Global Macro Fund, LP	629,445	217,320	412,125	*
Marcel Arrouet	320,293	105,246	215,047	*
Mark Bradford	86,089	34,928	51,161	*
Mark Gaynor	282,741	106,959	175,782	*
Mark Laue	86,089	34,928	51,161	*
Mark Swaim	412,121	145,366	266,755	*
Matias Isreal Escobar	138,236	56,131	82,105	*
Matthew Balk	679,165	187,675	491,490	*
Matthew Edward Traber	172,179	69,856	102,323	*
Matthew Kitchen	86,089	34,928	51,161	*
Matthew P. McMahon	345,591	140,328	205,263	*
Matthew Weinrich	162,427	65,954	96,473	*
Micah W. Rothstein	172,795	70,164	102,631	*
Michael Falk	172,795	70,164	102,631	*
Michael J. Atkinson	86,397	35,082	51,315	*
Molly and Joseph Walton Tenants in the entireties	606,274	227,090	379,184	*
Neil M. Metzheiser	1,175,544	429,882	745,662	1.5
Nicholas Devito	86,397	35,082	51,315	*
Nicholas W. Walsh	425,996	143,841	282,155	*
Nishan Vartanian	338,315	127,849	210,466	*
Nishann, LLC	137,744	55,885	81,859	*
Noel Rubin	213,309	71,277	142,032	*
OCI-VB, LLC	691,182	280,656	410,526	*
Parallax Biomedical Fund LP	172,007	69,770	102,237	*
Paul Lemp	127,438	43,898	83,540	*
Peter Carpentier	172,795	70,164	102,631	*
Peter Herner	306,714	108,844	197,870	*
Peter M Rooney	96,397	35,082	61,315	*
Philip W Smith III	565,738	214,021	351,717	*
PRK Partners LP (13)	438,931	146,833	292,098	*
Ralph I. Rugolo Trust dtd 8/20/91	31,102	12,629	18,473	*
Ralph Worthington	518,386	210,492	307,894	*
Ratherby Investments, LLC	172,795	70,164	102,631	*
Ratherby Torch LLC	259,193	105,246	153,947	*
Raymond & Catherine Marzulli	212,870	71,131	141,739	*
Raymond L. Schettino	344,357	139,711	204,646	*
Richard G. and Dorothy C. Hyman	51,838	21,049	30,789	*
Richard Melnick	1,788,772	794,386	994,386	2.0
Robert Bailey	172,795	70,164	102,631	*
Robert G. Murphy Jr.	688,716	279,423	409,293	*
Robert W. Holmes IRA	439,783	147,179	292,604	*
RPLLC	473,165	176,840	296,325	*
RRNR Investments LLC	785,374	287,507	497,867	1.0
Ryan N. Johnson	829,418	336,787	492,631	*
S Clarke Moody	1,588,692	531,108	1,057,584	2.1
Sean Flanagan	95,902	35,802	60,100	*
Shawn T. Pearce IRA	103,676	42,098	61,578	*
Skyler Ward	117,081	47,502	69,579	*
Stacy L. Giunta Revocable Trust (14)	219,453	73,330	146,123	*
Stefan D. Powell	345,936	140,468	205,468	*
Steven Jun Isaki	223,831	90,812	133,019	*
Sunset Cove Irrevocable Trust (15)	3,043,715	1,141,142	1,902,573	3.9
Terri Sanker Taube	172,179	69,856	102,323	*
The Entrust Group as custodian for the John Cox IRA	86,397	35,082	51,315	*
Thomas de Neufville	172,795	70,164	102,631	*
Todd Bates	43,968	14,714	29,254	*
Trust B fbo Amory L. Ross	172,795	70,164	102,631	*
Udai Tennati	69,119	28,066	41,053	*
Vincent V. Basile & Lara Coraci Basile	344,357	139,711	204,646	*
William Benjamin Holmes	69,119	28,066	41,053	*
William E. Webbe IV	109,834	36,719	73,115	*
William Edward Webbe V	564,028	213,150	350,878	*
William H. Combs	44,062	14,752	29,310	*
William J. May	172,795	70,164	102,631	*
William M. Cody	172,795	70,164	102,631	*
William or Andrea Weitzman	34,559	14,033	20,526	*
William Pyznar	589,414	215,786	373,628	*
William Stewart	86,089	34,928	51,161	*

	Amount
SEC Registration Fee	$4,160
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	$68,160

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		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2020).
3.3		Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2019).
3.4		Certificate of the Designations, Powers, Preferences and Rights of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2020).
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 Series B Exchange Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2021).
5.1*		Opinion of Lowenstein Sandler LLP (filed herewith).
23.1*		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) (filed herewith).
23.2*		Consent of Independent Registered Public Accounting Firm – Mazars USA LLP (filed herewith).
24*		Power of Attorney (included in signature page).

	AZURRX BIOPHARMA, INC.
	By: /s/ James Sapirstein Name: James Sapirstein Title: President and Chief Executive Officer (Principal Executive Officer)

Signature	Title	Date

/s/ James Sapirstein	President, Chief Executive Officer and Director	February 1, 2021
James Sapirstein	(Principal Executive Officer)

/s/ Daniel Schneiderman	Chief Financial Officer	February 1, 2021
Daniel Schneiderman	(Principal Financial Officer and Principal Accounting Officer)

/s/ Edward J. Borkowski	Chair of the Board of Directors	February 1, 2021
Edward J. Borkowski

/s/ Charles Casamento	Director	February 1, 2021
Charles Casamento

/s/ Alastair Riddell	Director	February 1, 2021
Alastair Riddell

/s/ Gregory Oaks	Director	February 1, 2021
Gregory Oaks

/s/ Vern Lee Schramm	Director	February 1, 2021
Vern Lee Schramm