First Wave BioPharma Files 8-K: Material Agreement & Equity Sales

TL;DR

FWBP filed an 8-K detailing a new material agreement and equity sales.

AI Summary

First Wave BioPharma, Inc. announced on May 10, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks related to the terms of the agreement and the nature of the equity transactions.

Key Players & Entities

• First Wave BioPharma, Inc. (company) — Registrant
• AzurRx BioPharma, Inc. (company) — Former Company Name
• BioPharma d'Azur, Inc. (company) — Former Company Name
• May 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share FWBI Nasdaq Capital Mark
• $2 — rice for each share of Common Stock was $2.95, and the public offering price for e
• $2.9499 — price for each Pre-Funded Warrant, was $2.9499. The Pre-Funded Warrants have an exerci
• $2.70 — mmon Warrants have an exercise price of $2.70 per share, are exercisable immediately
• $0.9 million — f the Common Warrants, is approximately $0.9 million. The Company intends to use the net pro

Filing Documents

• tm2414315d1_8k.htm (8-K) — 41KB
• tm2414315d1_ex4-1.htm (EX-4.1) — 96KB
• tm2414315d1_ex4-2.htm (EX-4.2) — 90KB
• tm2414315d1_ex5-1.htm (EX-5.1) — 10KB
• tm2414315d1_ex10-1.htm (EX-10.1) — 94KB
• tm2414315d1_ex10-2.htm (EX-10.2) — 195KB
• tm2414315d1_ex99-1.htm (EX-99.1) — 10KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001104659-24-060689.txt ( ) — 850KB
• fwbi-20240510.xsd (EX-101.SCH) — 3KB
• fwbi-20240510_lab.xml (EX-101.LAB) — 33KB
• fwbi-20240510_pre.xml (EX-101.PRE) — 22KB
• tm2414315d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 10, 2024, First Wave BioPharma, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC (the "Placement Agent") and a securities purchase agreement (the "Purchase Agreement") with certain purchasers pursuant to which the Company agreed to sell, in a registered direct offering (the "Offering"), an aggregate of (i) 275,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 91,000 shares of Common Stock (the "Pre-Funded Warrant Shares"). In a private placement concurrent with the Offering, the Company offered common warrants to the purchasers, with each warrant exercisable to purchase one share of Common Stock (the "Common Warrants"), with one Common Warrant to accompany each share of Common Stock or Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 732,000 shares of Common Stock (the "Common Warrant Shares"). The public offering price for each share of Common Stock was $2.95, and the public offering price for each Pre-Funded Warrant, was $2.9499. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire when exercised in full. The Common Warrants have an exercise price of $2.70 per share, are exercisable immediately and will expire six years from the initial exercise date. The net proceeds of the Offering, after deducting the placement agent's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Common Warrants, is approximately $0.9 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to occur on or about May 14, 2024, subject to sa

02

Item 3.02 Unregistered Sales of Equity Securities. The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares pursuant to the same exemption. The description of the Common Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The Form of Common Warrant has been filed as an exhibit to this Form 8-K and are incorporated by reference herein.

01

Item 7.01 Regulation FD Disclosure. On May 10, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following Exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 5.1 Opinion of Ellenoff, Grossman, & Schole LLP 10.1 Form of Placement Agency Agreement 10.2 Form of Purchase Agreement 23.1 Consent of Ellenoff, Grossman, & Schole LLP (contained in Exhibit 5.1) 99.1 Press Release dated May 10, 2024, announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. First Wave BioPharma, Inc. May 13, 2024 By: /s/ James Sapirstein Name: James Sapirstein Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR