First Wave BioPharma Secures $1.5M Private Placement, CMO Departs

TL;DR

FWBI closed a $1.5M private placement and their CMO is out. Acquisition deal also inked.

AI Summary

First Wave BioPharma, Inc. announced on March 13, 2024, the closing of a definitive agreement for a private placement of approximately $1.5 million in gross proceeds. The company also reported the departure of its Chief Medical Officer, Dr. Michael R. Galgoczy, effective March 13, 2024. Additionally, the company entered into a material definitive agreement related to its acquisition of assets.

Why It Matters

The private placement provides crucial funding for First Wave BioPharma's operations, while the departure of the CMO may signal a shift in the company's medical strategy or leadership.

Risk Assessment

Risk Level: medium — The company is raising capital through a private placement, which can dilute existing shareholders, and has experienced a key executive departure.

Key Numbers

• $1.5M — Private Placement Proceeds (Gross proceeds raised in a definitive agreement.)

Key Players & Entities

• First Wave BioPharma, Inc. (company) — Filer
• Dr. Michael R. Galgoczy (person) — Departing Chief Medical Officer
• $1.5 million (dollar_amount) — Gross proceeds from private placement
• March 13, 2024 (date) — Effective date of CMO departure and closing of private placement
• AzurRx BioPharma, Inc. (company) — Former company name
• BioPharma d'Azur, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share FWBI The Nasdaq Capital
• $0.81 — Common Stock, have an exercise price of $0.81 and expire between February 1, 2031 and
• $3.02 — tock, have exercise prices ranging from $3.02 to $3.92 and expire between September 3
• $3.92 — e exercise prices ranging from $3.02 to $3.92 and expire between September 30, 2032 a
• $7,500,000 — dit facility with a total commitment of $7,500,000. The loans under the Credit Agreement b
• $8,212,345 — t under the Amended Credit Agreement to $8,212,345.17, which takes into account a one-time
• $1,000,000 — y ImmunogenX to Lender in the amount of $1,000,000 (the "One-Time Prepayment"), accrued in
• $500,000 — ge, in an aggregate principal amount of $500,000 (the "Syage Note"), and (ii) a secured
• $350,000 — i) will receive a base annual salary of $350,000, (ii) will be entitled to an incentive

Filing Documents

• tm248020d2_8k.htm (8-K) — 124KB
• tm248020d2_ex2-1.htm (EX-2.1) — 806KB
• tm248020d2_ex3-1.htm (EX-3.1) — 86KB
• tm248020d2_ex4-1.htm (EX-4.1) — 55KB
• tm248020d2_ex10-1.htm (EX-10.1) — 338KB
• tm248020d2_ex10-2.htm (EX-10.2) — 16KB
• tm248020d2_ex10-3.htm (EX-10.3) — 97KB
• tm248020d2_ex10-4.htm (EX-10.4) — 12KB
• tm248020d2_ex10-5.htm (EX-10.5) — 17KB
• tm248020d2_ex10-6.htm (EX-10.6) — 38KB
• tm248020d2_ex10-7.htm (EX-10.7) — 8KB
• tm248020d2_ex99-1.htm (EX-99.1) — 23KB
• tm248020d2_ex10-7img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-034161.txt ( ) — 2156KB
• fwbi-20240313.xsd (EX-101.SCH) — 3KB
• fwbi-20240313_lab.xml (EX-101.LAB) — 33KB
• fwbi-20240313_pre.xml (EX-101.PRE) — 22KB
• tm248020d2_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 13, 2024, First Wave BioPharma, Inc., a Delaware corporation ("we," "us,", "our," or the "Company"), acquired ImmunogenX, Inc., a Delaware corporation ("ImmunogenX"), in accordance with the terms of an Agreement and Plan of Merger, dated March 13, 2024 (the "Merger Agreement"), by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation ("First Merger Sub"), IMMUNO Merger Sub II, LLC, a Delaware limited liability company ("Second Merger Sub"), and ImmunogenX. Pursuant to the Merger Agreement, First Merger Sub merged with and into ImmunogenX, pursuant to which ImmunogenX was the surviving corporation (the "First Merger"). Immediately following the First Merger, ImmunogenX merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and a wholly owned subsidiary of the Company (the "Second Merger" and together with the First Merger, the "Merger"). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the terms of the Merger Agreement, upon the consummation of the Merger on March 13, 2024 (the "Closing"), in exchange for the outstanding shares of capital stock of ImmunogenX immediately prior to the effective time of the First Merger, the Company issued to the stockholders of ImmunogenX an aggregate of (A) 36,830 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), and (B) 11,777.418 shares of Series G Preferred Stock (as defined and described below), each share of which is convertible into 1,000 shares of Common Stock, prior to the First Merger, each becoming an option to purchase Common Stock subject to adjustment pursuant to the terms of the Merger Agreement (the "Assumed Options") and (ii) al

01

Item 2.01 Completion of Acquisition or Disposition of Assets On March 13, 2024, the Company completed its business combination with ImmunogenX. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in Item 1.01 related to the Amended Credit Agreement and the Shareholder Notes is hereby incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities Pursuant to the Merger Agreement, the Company issued 36,830 shares of Common Stock and 11,777.418 shares of Series G Preferred Stock to the holders of capital stock of ImmunogenX as of immediately prior to the Closing. In addition, the Company issued 18,475 shares of Common Stock and 595.808 shares of Series G Preferred Stock to Tungsten in connection with its services as financial advisor to the Company. The information contained in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

03

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. -5-

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Officer and Directors Pursuant to the Merger Agreement, on March 13, 2024, effective immediately after the Effective Time, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, (x) approved an increase in the size of the Board from five directors to seven directors; and (y) appointed (i) Jack Syage, PhD. as the Company's President and Chief Operating Officer and as a member of the Board and (ii) Chaitan Khosla as a member of the Board. James Sapirstein, the Company's Chief Executive Officer and Chairman, had served as the Company's President until the appointment of Dr. Syage. Jack Syage Ph.D. Jack Syage, PhD, 69, served as the Chief Executive Officer of ImmunogenX from July 2013 until the Closing of the Merger and as a member of the board of directors of ImmunogenX from January 2021 until the Closing of the Merger. Dr. Syage has over 30 years of experience in creating and leading the development of innovative technologies in the analytical instrumentation field. He is regarded as a leading expert in mass spectrometry and trace chemical detection. Dr. Syage served as CEO and Co-Founder of ImmunogenX, a global leader in the development of treatments for celiac disease, which developed latiglutenase before its combination with First Wave BioPharma. Previously he founded Syagen Technology, Inc. and led its growth culminating in its successful acquisition by French multinational Safran S.A. in 2011. Dr. Syage sits on the Board of Directors of Advanced Telesensors, PhageTech, Analytical Detection, and Appellation Ventures. He has published over 130 papers, delivered about 100 invited talks, has over 30 U.S. patents issued or pending, and appears on the list of the Most Highly Cited Chemists. His honorary positions include Fellow of the American P

02 by reference

Item 5.02 by reference. Dr. Syage does not have any family relationship with any of the executive officers or directors of the Company. Dr. Syage was appointed to the Board as an officer of the Company pursuant to the terms of the Merger Agreement. Other than as set forth above, Mr. Syage is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. -6- Chaitan Khosla, Ph.D. Dr. Khosla, 59, has served as a Professor in the Departments of Chemistry and Chemical Engineering at Stanford University since 1992 and is founding director of the university's Innovative Medicines Accelerator. He served as a member of the board of directors of ImmunogenX from 2021 until the Closing of the Merger. He received his Ph.D. in 1990 at Caltech. After completing postdoctoral studies in 1992, he joined the faculty of Stanford University. In 2002 he and his collaborators discovered that the immunotoxicity of dietary gluten in celiac disease is causatively correlated to its intestinal proteolytic resistance, a finding that led to the invention of latiglutenase by his laboratory. He has co-authored over 400 peer-reviewed publications and is an inventor on more than 80 issued U.S. patents. Dr. Khosla is an elected member of the American Academy for Arts and Science, the National Academy of Engineering, and the National Academy of Sciences. Over the past three decades, he has helped launch and build four biotechnology companies including Kosan Biosciences (NASDAQ: KOSN; acquired by Bristol Myers Squibb in 2008) and Sitari Pharmaceuticals (acquired by GlaxoSmithKline in 2019). Dr. Khosla will be compensated in accordance with the Company's standard non-employee director compensation plan. Dr. Khosla does not have any family relationship with any of the executive officers or directors of the Company. Dr. Khosla was appointed to the Board pursuant to the terms of the Merger Agreement.. Other than as set forth above, Dr. Khosla is not a party to an

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designation On March 13, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series G Non-Voting Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware in connection with the Merger referenced in Item 1.01 above. The Certificate of Designation provides for the designation of shares of the Company's Series G Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series G Preferred Stock"). Holders of Series G Preferred Stock are entitled to receive dividends on shares of Series G Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series G Preferred Stock does not have voting rights. However, as long as any shares of Series G Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series G Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Charter or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series G Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series G Preferred St

View Full Filing

View this 8-K filing on SEC EDGAR