0001415889-19-000183.txt : 20190219
0001415889-19-000183.hdr.sgml : 20190219
20190219214514
ACCESSION NUMBER: 0001415889-19-000183
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190214
FILED AS OF DATE: 20190219
DATE AS OF CHANGE: 20190219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ross Edmund Burke Jr.
CENTRAL INDEX KEY: 0001682557
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37853
FILM NUMBER: 19616971
MAIL ADDRESS:
STREET 1: C/O JDJ FAMILY OFFICE SERVICES
STREET 2: P.O. BOX 962049
CITY: BOSTON
STATE: MA
ZIP: 02196
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AzurRx BioPharma, Inc.
CENTRAL INDEX KEY: 0001604191
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 760 PARKSIDE AVENUE
STREET 2: SUITE 304
CITY: BROOKLYN
STATE: NY
ZIP: 11226
BUSINESS PHONE: 646-699-7855
MAIL ADDRESS:
STREET 1: 760 PARKSIDE AVENUE
STREET 2: SUITE 304
CITY: BROOKLYN
STATE: NY
ZIP: 11226
FORMER COMPANY:
FORMER CONFORMED NAME: BioPharma d'Azur, Inc.
DATE OF NAME CHANGE: 20140331
4
1
form4-02192019_090201.xml
X0306
4
2019-02-14
0001604191
AzurRx BioPharma, Inc.
AZRX
0001682557
Ross Edmund Burke Jr.
C/O JDJ FAMILY OFFICE SERVICES
PO BOX 962049
BOSTON
MA
02196
false
false
true
false
10% Convertible Note Due 2019
2.50
2019-02-14
4
P
0
1000000
1000000
A
Common Stock
400000
1000000
I
owned by ADEC Private Equity Investments, LLC
10% Convertible Note Due 2020
2.50
2019-02-14
4
P
0
1000000
1000000
A
Common Stock
400000
1000000
I
owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020
5.58
2019-02-14
4
H
0
273598
D
2021-05-04
Common Stock
273598
0
I
owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2020
1.50
2019-02-14
4
P
0
273598
A
2019-02-14
2021-05-04
Common Stock
273598
273598
I
owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021
5.50
2019-02-14
4
H
0
371143
D
2017-04-13
2021-10-14
Common Stock
371143
0
I
owned by ADEC Private Equity Investments, LLC
ADEC Warrants Expiring 2021
1.50
2019-02-14
4
P
0
371143
A
2019-02-14
2021-10-14
Common Stock
371143
371143
I
owned by ADEC Private Equity Investments, LLC
EBR Warrants Expiring 2020
5.50
2019-02-14
4
H
0
100000
D
2017-12-05
2022-06-05
Common Stock
75000
0
I
owned by EBR Ventures, LLC
EBR Warrants Expiring 2020
1.50
2019-02-14
4
P
0
100000
A
2019-02-14
2022-06-05
Common Stock
75000
75000
I
owned by EBR Ventures, LLC
CEDA Warrants Expiring 2020
5.50
2019-02-14
4
H
0
21429
D
2017-12-05
2022-06-05
Common Stock
21429
0
I
owned by CEDA Investments, LLC
CEDA Warrants Expiring 2020
1.50
2019-02-14
4
P
0
21429
A
2019-02-14
2022-06-05
Common Stock
21429
21429
I
owned by CEDA Investments, LLC
Mr. Ross is the manager and holds sole voting and dispositive power over the shares of common stock and each of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, and CEDA Investments, LLC disclaims beneficial ownership of such securities underlying the warrants, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that any of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, or CEDA Investments, LLC is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Ross disclaims beneficial ownership of the securities described in this footnote except to the extent of his pecuniary interest.
Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by AzurRx BioPharma, Inc. (the "Issuer") or AzurRx BioPharma SAS of the French research and development tax credits for the 2018 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2018 or (ii) December 23, 2019.
Common Stock of the Issuer.
Represents the number of shares of common stock issuable upon conversion of the principal amount of the convertible note at the initial conversion price of the convertible note.
ADEC Private Equity Investments, LLC purchased all of securities acquired on February 14, 2019.
Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by the Issuer or AzurRx BioPharma SAS of the French research and development tax credits for the 2019 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2019 or (ii) December 31, 2020.
Exercisable at any time subject to the terms contained therein.
Amendment to warrants to reduce the exercise price to $1.50, from $5.58, in the case of the ADEC Warrants Expiring 2020, and $5.50 in the case of all other warrants listed.
All of the ADEC Warrants Expiring 2020 and ADEC Warrants Expiring 2021 are directly owned by ADEC Private Equity Investments, LLC. All of the EBR Warrants Expiring 2020 are directly owned by EBR Ventures, LLC. All of the CEDA Warrants Expiring 2020 are directly owned by CEDA Investments, LLC.
Represents 100,000 warrants to purchase 75,000 shares of common stock (3/4 of a share per warrant).
/s/ Edmund Burke Ross Jr. for himself and as manager of ADEC Private Equity Investment, LLC, as manager of EBR Ventures, LLC, and as manager of CEDA Investments, LLC
2019-02-19