S-3/A 1 azrxs3a_2019.htm S-3/A Blueprint
 

 
As filed with the Securities and Exchange Commission on June 4, 2019
 
Registration No. 333-231035
 
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO. 1
TO
FORM S-3
 
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
AZURRX BIOPHARMA, INC.
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
 
46-4993860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
(646) 699-7855
 
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
(Address, including zip code, and telephone number,
including area code of Registrant’s principal executive offices),
 
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to public)
 
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
 
  
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 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
  
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. [  ]
 
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 post-effective amendment filed pursuant to Rule 462(d) 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, please 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, please 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   [  ]
Accelerated filer    [  ]
Non-accelerated filer     [  ]
Smaller reporting company  [X]
 
Emerging growth company  [X]
(Do not check if a smaller reporting 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.   
 
 
 
 
 
 
EXPLANATORY NOTE
  
AzurRx Biopharma, Inc. (the “Company”) is filing this Amendment No. 1 to our Registration Statement on Form S-3 (File No. 333-231035) for the sole purpose of filing Exhibits 5.1 and 23.1 with the Securities and Exchange Commission, and to provide an updated consent from Mazars USA LLP, the Company’s independent registered public accounting firm as Exhibit 23.2. This Amendment No. 1 does not modify any provision of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has not been included herein.
 
 
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
   
ITEM 16.  EXHIBITS
 
Opinion of Disclosure Law Group, a Professional Corporation
Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1)
Consent of Independent Registered Public Accounting Firm – Mazars USA LLP.
Power of Attorney (located on signature page of Registration Statement on Form S-3, filed April 26, 2019)
 
 
 
*
Previously filed as an exhibit to the Company’s Registration Statement on Form S-3, filed April 26, 2019.
 
 
 
 
 
 
 
 
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, New York, on June 4, 2019.
 
 
AZURRX BIOPHARMA, INC.
 
 
 
 
By:
/s/ Johan M. (Thijs) Spoor
 
 
 
Johan M. (Thijs) Spoor
 
 
President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ *
 
President, Chief Executive Officer and Director
 
June 4, 2019
Johan M. (Thijs) Spoor
 
(principal executive officer)
 
 
 
 
 
 
 
/s/ *
 
Chief Financial Officer and Director
 
June 4, 2019
Maged Shenouda
 
(principal financial and accounting officer)
 
 
 
 
 
 
 
/s/ *
 
Chairman of the Board of Directors
 
June 4, 2019
Edward J. Borkowski
 
 
 
 
 
 
 
 
 
/s/ *
 
Director
 
June 4, 2019
Alastair Riddell
 
 
 
 
 
 
 
 
 
/s/ *
 
Director
 
June 4, 2019
Charles Casamento
 
 
 
 
 
 
 
 
 
/s/ *
 
Director
 
June 4, 2019
Vern Lee Schramm