Delaware
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46-4993860
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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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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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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1.1*
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Form
of Underwriting Agreement
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1.2*
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Form of Placement
Agent Agreement
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4.1*
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Form
of any certificate of designation with respect to any preferred
stock issued hereunder and the related form of preferred stock
certificate
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4.2*
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Form
of any warrant agreement with respect to each particular series of
warrants issued hereunder
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4.3*
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Form
of any warrant agency agreement with respect to each particular
series of warrants issued hereunder
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4.4*
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Form
of any unit agreement with respect to any unit issued
hereunder
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Opinion
of Disclosure Law Group, a Professional Corporation
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Consent of Independent Registered Public
Accounting Firm – Mazars USA LLP
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Power
of Attorney (located on signature page of Registration Statement on
Form S-3, filed June 5, 2019)
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*
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To
be filed, if necessary, by a report filed under the Securities
Exchange Act of 1934, as amended, and incorporated or deemed to be
incorporated by reference to this registration
statement.
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**
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Previously
filed as an exhibit to the Company’s
Registration Statement on Form S-3, filed on June 5,
2019.
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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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Signature
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Title
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Date
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/s/
*
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President,
Chief Executive Officer and Director
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June 21,
2019
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Johan
M. (Thijs) Spoor
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(principal
executive officer)
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/s/
*
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Chief
Financial Officer and Director
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June 21,
2019
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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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June 21,
2019
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Edward
J. Borkowski
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/s/
*
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Director
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June 21,
2019
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Alastair
Riddell
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/s/
*
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Director
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June 21,
2019
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Charles
Casamento
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/s/
*
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Director
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June 21,
2019
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Vern
Lee Schramm
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1.
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When an issuance of Common Stock has been duly authorized by all
necessary corporate action of the Company, upon issuance, delivery
and payment therefor in an amount not less than the par value
thereof in the manner contemplated by the Registration Statement
and/or the Prospectus and related Prospectus Supplement(s) and by
such corporate action, such shares of Common Stock will be validly
issued, fully paid and nonassessable.
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2.
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With respect to the
Preferred Stock, when (a) the Board has taken all necessary
corporate action to approve the issuance and establish the terms of
any particular series of Preferred Stock, the offering thereof and
related matters, including the filing of a certificate of
designations conforming to the General Corporation Law of the State
of Delaware regarding such series of Preferred Stock with the
Delaware Division of Corporations and (b) shares of such series of
Preferred Stock have been issued and sold by the Company in the
manner contemplated by the Registration Statement and in accordance
with such Board action, such shares of such series of Preferred
Stock (including any shares of such series of Preferred Stock duly
issued upon conversion, exchange or exercise of any other Security
in accordance with the terms of such other Security or the
instrument governing such other Security providing for such
conversion, exchange or exercise as approved by the Board) will be
duly authorized, legally issued, fully paid and
nonassessable.
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3.
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When a Warrant Agreement has been duly authorized by all necessary
corporate action of the Company and duly executed and delivered,
and when the specific terms of a particular issuance of Warrants
have been duly established in accordance with such Warrant
Agreement and authorized by all necessary corporate action of the
Company, and the Warrants have been duly executed, authenticated,
issued and delivered against payment therefor in accordance with
such Warrant Agreement and in the manner contemplated by the
Registration Statement and/or the Prospectus and related Prospectus
Supplement(s) and by such corporate action (assuming the securities
issuable upon exercise of the Warrants have been duly authorized
and reserved for issuance by all necessary corporate action), the
Warrants will be legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms.
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4.
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When a Unit Agreement has been duly authorized by all necessary
corporate action of the Company and duly executed and delivered,
and when the specific terms of a particular issuance of Units have
been duly established in accordance with such Unit Agreement and
authorized by all necessary corporate action of the Company, and
the Units have been duly executed, authenticated, issued and
delivered against payment therefor in accordance with such Unit
Agreement and in the manner contemplated by the Registration
Statement and/or the Prospectus and related Prospectus
Supplement(s) and by such corporate action (assuming the
constituent securities of the Units have been duly authorized and
reserved for issuance by all necessary corporate action), the Units
will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their
terms.
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