UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth 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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of August 16, 2023, Joseph Hernandez resigned as Chairman, Chief Executive Officer, and a member of the Board of Directors (the “Board”) of Blue Water Biotech, Inc. (the “Company”). The Company is reviewing its, and Mr. Hernandez’s, respective rights and obligations in connection with this resignation.
Following Mr. Hernandez’s resignation, the Board appointed James Sapirstein to serve as Interim Executive Chairman, which appointment shall be effective September 30, 2023. Mr. Sapirstein, an existing member of the Board, will step down as a member of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee upon the effectiveness of his appointment as Interim Executive Chairman. Prior to his appointment, Mr. Sapirstein shall serve as Lead Independent Director of the Board. Mr. Sapirstein shall receive $25,000 per month as compensation for his services as Interim Executive Chairman and, pending such appointment, Lead Independent Director.
Effective August 16, 2023, Board has appointed Jon Garfield, the Company’s Chief Financial Officer, to serve as the Company’s interim principal executive officer during the pendency of Mr. Sapirstein’s appointment. During this period, Mr. Garfield shall have general supervision and direction of the business and affairs of the Company.
The biographical information for Messrs. Garfield and Sapirstein disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 26, 2023 is incorporated herein by reference.
No family relationships exist between either Mr. Garfield or Mr. Sapirstein and any other directors or executive officers of the Company. There are no transactions to which the Company is or was a participant and in which either Mr. Garfield or Mr. Sapirstein has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
The Audit Committee of the Company’s Board of Directors has commenced an independent review of Company employee expenditures and the classification thereof. The Audit Committee anticipates concluding this review as soon as practicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Blue Water Biotech, Inc. | ||
| Date: August 22, 2023 | By: | /s/ Jon Garfield |
| Jon Garfield | ||
| Chief Financial Officer | ||
Cover |
Aug. 16, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 16, 2023 |
| Entity File Number | 001-41294 |
| Entity Registrant Name | Blue Water Biotech, Inc. |
| Entity Central Index Key | 0001782107 |
| Entity Tax Identification Number | 83-2262816 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 201 E. Fifth Street |
| Entity Address, Address Line Two | Suite 1900 |
| Entity Address, City or Town | Cincinnati |
| Entity Address, State or Province | OH |
| Entity Address, Postal Zip Code | 45202 |
| City Area Code | (513) |
| Local Phone Number | 620-4101 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.00001 per share |
| Trading Symbol | BWV |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |