Blueprint
As filed with the Securities and Exchange Commission on May 1,
2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AZURRX BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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46-4993860
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(State
or other jurisdiction ofincorporation or organization)
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(I.R.S.
EmployerIdentification No.)
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AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
(646) 699-7855
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Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
(646) 699-7855
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(Address, including zip code, and telephone number,
including area code of Registrant’s principal executive
offices),
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(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
(646) 699-7855
Daniel W. Rumsey, Esq.
Jessica R. Sudweeks, Esq.
Disclosure Law Group,
a Professional Corporation
600 West Broadway, Suite 700
San Diego, California 92101
Tel: (619) 272-7050
Fax: (619) 330-2101
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the
only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any
of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this
Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☒ File No.
333-221275
If this
Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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(Do not
check if a smaller reporting company)
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Emerging
growth company
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☒
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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 7(a)(2)(B) of the Securities
Act.
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CALCULATION OF REGISTRATION FEE
Title of each class ofsecurities to be registered
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Proposed maximum
aggregate offering price(1)
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Amount of registration fee(2)
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Common Stock, par value $0.0001
per share
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$400,000.00
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$49.80
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(1)
The
Registrant previously registered the securities at an aggregate
initial offering price not to exceed $10,000,000 on Registration
Statement Form S-3 (File No. 333-221275), which was
declared effective on November 17, 2017. In accordance with
Rule 462(b) promulgated under the Securities Act of 1933,
as amended, and certain interpretations by the U.S. Securities and
Exchange Commission, an additional amount of securities $400,000
having a proposed maximum aggregate offering price of no more than
20% of the remaining amount $10,000,000 of the offering price of
the securities eligible to be sold under the above referenced
Registration Statement is hereby registered.
(2)
The
registration fee has been calculated in accordance with
Rule 457(o) under the Securities Act.
This registration statement shall become effective upon filing with
the U.S. Securities and Exchange Commission in accordance with
Rule 462(b) under the Securities Act.
EXPLANATORY NOTE
This
registration statement is being filed pursuant to
Rule 462(b) and General Instruction IV to Form S-3,
both as promulgated under the Securities Act of 1933, as amended,
to register additional shares of our common stock, par value
$0.0001 per share, with an aggregate public offering price not to
exceed $400,000. This registration statement relates to our
registration statement on Form S-3 (File No. 333-221275),
which was originally filed with the Securities and Exchange
Commission on November 1, 2017, and declared effective by the
Securities and Exchange Commission on November 17, 2017. In
accordance with Rule 462(b), this registration statement
incorporates by reference the contents of our registration
statement on Form S-3 (File No. 333-221275), including
all amendments, supplements and exhibits thereto and all
information incorporated by reference therein, other than the
exhibits included herein. The required opinion and consents
are listed on the Exhibit Index attached to and filed with
this registration statement.
EXHIBIT INDEX
ExhibitNo.
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Description
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Opinion
of Disclosure Law Group, a Professional Corporation
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Consent
of Independent Registered Public Accounting Firm – Mazars USA
LLP
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Power
of Attorney (included on signature page to the Company’s
Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on November 1, 2017 (File
No. 333-221275)).
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*
Filed herewith.
** Previously
filed with the Registration Statement on Form S-3 (File
No. 333-221275) filed with the Securities and Exchange
Commission on November 1, 2017.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Brooklyn, State of New York, on May 1, 2018.
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AZURRX
BIOPHARMA, INC.
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By:
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/s/ Johan M.
(Thijs) Spoor
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Johan M. (Thijs)
Spoor
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President and
Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
s/
Johan M. (Thijs) Spoor
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President, Chief Executive Officer and Director
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May 1, 2018
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Johan M. (Thijs) Spoor
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(principal executive officer)
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/s/
Maged Shenouda
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Chief Financial Officer and Director
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May 1, 2018
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Maged Shenouda
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(principal financial and accounting officer)
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/s/
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Chairman of the Board of Directors
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May 1, 2018
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Edward J. Borkowski
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/s/
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Director
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May 1, 2018
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Alastair Riddell
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/s/ *
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Director
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May 1, 2018
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Charles Casamento
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/s/
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Director
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May 1, 2018
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Vern Lee Schramm
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By:
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/s/ Johan M.
(Thijs) Spoor
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Johan M. (Thijs) Spoor Attorney-in-Fact
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