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