GridAI Technologies Corp 8-K, filed Jan 14, 2020
GridAI Technologies Corp. (GRDX)
8-K
2020-01-14
For: 2020-01-09
View Original
Added on
April 11, 2026
About this 8-K
GridAI Technologies Corp filed this 8-K on January 14, 2020, reporting on events of January 9, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 9,
2020
AZURRX BIOPHARMA, INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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001-37853
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46-4993860
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New
York
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11226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646)
699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AZRX
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
Emerging
Growth Company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in Current Reports on Form
8-K filed with the Securities and Exchange Commission on December
30, 2019 and January 6, 2020, each of which are incorporated herein
by reference, AzurRx BioPharma, Inc. (the
“Company”)
commenced an offering on December 20, 2019 of (i) Senior
Convertible Promissory Notes (each a “Note,” and together, the
“Notes”) in the principal amount of up to $8.0
million to certain accredited investors (the
“Investors”), and (ii) warrants
(“Warrants”) to purchase shares of the Company’s
common stock, par value $0.001 per share
(“Common
Stock”), each pursuant to
Note Purchase Agreements entered into by and between the Company
and each of the Investors (the “NPAs”) (the “Note
Offering”).
On January 9, 2020, the Company issued
Notes to additional Investors in the aggregate principal amount of
$2,942,700 and Warrants to purchase an aggregate of up to 1,516,888
shares of Common Stock. Each Note has a maturity date that is nine
months from the date of issuance, 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”), and the
Warrants have an exercise price of $1.07 per share and expire five
years from the date of issuance. In addition, Alexander Capital
L.P. (“Alexander
Capital”) received
additional consideration for their role as Placement Agent at the
same rate as was disclosed in the Company’s Current Report on
Form 8-K filed on December 30, 2019.
In aggregate, the Company issued $6,904,000
principal amount of Notes convertible into 7,117,559 Conversion
Shares and Warrants to purchase up to 3,558,795 shares of Common
Stock to the investors in the Note Offering. A copy of the press
release issued by the Company on January 13, 2020 regarding the
Note Offering is attached hereto as Exhibit 99.1.
Proceeds from the Note Offering will be used for
general working capital purposes, and to repay certain amounts due
and payable to ADEC Private Equity Investments, LLC
(“ADEC”), as previously disclosed in the
Company’s Current Reports on Form 8-K filed on December 30,
2019 and January 6, 2020.
The
issuance of the Notes, Warrants and the Placement Agent Warrants
issued to Alexander Capital was exempt from the registration
requirements of the Securities Act of 1933, as amended, in
accordance with Section 4(a)(2) and/or Regulation 506 promulgated
thereunder, as a transaction by an issuer not involving a public
offering.
The
foregoing description of the NPA, the Notes and the Warrants do not
purport to be complete, and are qualified in their entirety by
reference to the same, which documents were attached as exhibits to
the Company’s Current Report on Form 8-K filed on December
30, 2019.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
See
Item 1.01.
Item 3.02 Unregistered Sales of Equity
Securities.
See
Item 1.01.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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Press
release issued by AzurRx BioPharma, Inc., dated January 13,
2020.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AzurRx BioPharma, Inc.
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Date:
January 13, 2020
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By:
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/s/ James
Sapirstein
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Name: James Sapirstein
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Title: President and Chief Executive Officer
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Exhibit
99.1
AzurRx BioPharma Announces Closing of $6.9 Million Private
Placement Email
NEW YORK, Jan. 13, 2020 (GLOBE NEWSWIRE) -- AzurRx BioPharma, Inc.
(NASDAQ:AZRX) (“AzurRx” or the “Company”),
a company specializing in the development of non-systemic,
recombinant therapies for gastrointestinal diseases,
today announced the closing of a private placement financing (the
“Offering”) resulting in gross proceeds of
approximately $6.9 million from certain accredited investors.
Alexander Capital, LP acted as sole placement agent in the
Offering. Net proceeds from the Offering will be used to eliminate
short- and long-term indebtedness, and for general working capital
purposes, including product development.
James Sapirstein, the President and CEO of AzurRx, said “We
are very grateful for the continued support of our investors. This
financing allows us to achieve our short-term goals and continue the development of our MS1819
program for the treatment of exocrine pancreatic insufficiency in
cystic fibrosis and chronic pancreatitis
patients.”
The Offering consisted of Senior Convertible Promissory Notes (the
“Notes”) and warrants (the “Warrants”) to
purchase shares of the Company’s common stock (the
“Common Stock”). The Notes mature on September 30,
2020, accrue interest at a rate of 9% per annum, and are
convertible into Common Stock at $0.97 per share (the
“Conversion Shares”). Warrants were issued to the
investors in an amount equal to 50% of the number of Conversion
Shares. The Warrants have an exercise price of $1.07 per share and
expire three years from the date of issuance.
In aggregate, the Company issued $6,904,000 principal amount of
Notes convertible into 7,117,559 Conversion Shares and Warrants to
purchase up to 3,558,795 shares of Common Stock to the investors in
the Offering.
For more detailed information on the Offering, please see the
Company’s Current Report of Form 8-K to be filed with the
Securities and Exchange Commission (SEC) on or about the date
hereof.
The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission
(SEC) or an applicable exemption from such registration
requirements. AzurRx has agreed to file one or more registration
statements with the SEC registering the resale of the Conversion
Shares issuable upon conversion of the Notes and the shares of
Common Stock issuable upon exercise of the Warrants purchased in
the Offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be
unlawful.
About AzurRx BioPharma, Inc.
AzurRx BioPharma, Inc. (NASDAQ:AZRX) is engaged in the research and
development of non-systemic biologics for the treatment of patients
with gastrointestinal disorders. MS1819-SD recombinant lipase for
EPI is the Company's lead development program, and additional early
stage research is being conducted for the prevention of
hospital-acquired infections. The Company is headquartered in
Brooklyn, NY, with scientific operations based in Langlade,
France. Additional information on the Company can be found
at www.azurrx.com.
Forward-Looking Statements:
This press release contains forward-looking statements within the
meaning of the Private Securities Litigations Reform Act of 1995.
Such statements include, but are not limited to, any statements
relating to our product development programs and any other
statements that are not historical facts. Such statements involve
risks and uncertainties that could negatively affect our business,
operating results, financial condition and stock price. Factors
that could cause actual results to differ materially from
management's current expectations include those risks and
uncertainties relating to the development and testing of our drug
candidates, the regulatory approval process, our ability to secure
additional financing, the protection of our patent and intellectual
property, the success of strategic agreements and relationships,
the potential commercialization of any product we may successfully
develop as well as other risk factors included in the Company's
most recent quarterly report on Form 10-Q and other filings with
the Securities and Exchange Commission. These forward-looking
statements are made as of the date of this press release and were
based on current expectations, estimates, forecasts and projections
as well as the beliefs and assumptions of management. Except as
required by law, the Company undertakes no duty or obligation to
update any forward-looking statements contained in this release as
a result of new information, future events or changes in its
expectations.
For more information:
AzurRx BioPharma, Inc.
760 Parkside Avenue, Suite 304
Brooklyn, NY 11226
Phone: (646)-699-7855
info@azurrx.com
Investor Relations contact:
LifeSci Advisors, LLC.
Hans Vitzthum, Managing Director
1 International Place, Suite 1480
Boston, MA 02110
Phone: 617-430-7578
hans@lifesciadvisors.com
www.lifesciadvisors.com