Entero Therapeutics Enters Material Definitive Agreement

TL;DR

Entero Therapeutics just signed a big deal, filing an 8-K today.

AI Summary

Entero Therapeutics, Inc. (formerly First Wave BioPharma, Inc.) entered into a material definitive agreement on July 10, 2024. The company, previously known as First Wave BioPharma, Inc. and AzurRx BioPharma, Inc., is incorporated in Delaware and operates in the Pharmaceutical Preparations industry.

Why It Matters

This filing indicates a significant new contract or partnership for Entero Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can carry inherent risks related to the terms, counterparty, and execution of the agreement.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• July 10, 2024 (date) — Date of earliest event reported
• First Wave BioPharma, Inc. (company) — Former company name
• AzurRx BioPharma, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO The Nasdaq Capital
• $1.09 — regate, at a reduced exercised price of $1.09 per share, in exchange for the Company'
• $1.9 million — gregate gross proceeds of approximately $1.9 million from the exercise of the Existing Warra
• $96,000 — d above and will pay Roth approximately $96,000 for its services, in addition to reimbu

Filing Documents

• tm2419264d1_8k.htm (8-K) — 44KB
• tm2419264d1_ex4-1.htm (EX-4.1) — 100KB
• tm2419264d1_ex10-1.htm (EX-10.1) — 54KB
• tm2419264d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-079101.txt ( ) — 430KB
• fwbi-20240710.xsd (EX-101.SCH) — 3KB
• fwbi-20240710_lab.xml (EX-101.LAB) — 33KB
• fwbi-20240710_pre.xml (EX-101.PRE) — 22KB
• tm2419264d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On July 10, 2024, Entero Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a warrant exercise inducement offer letter (the "Inducement Letter") with a holder (the "Holder") of warrants to purchase shares of the Company's common stock (the "Existing Warrants") pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase 1,762,674 shares of the Company's common stock (the "Existing Warrant Shares"), in the aggregate, at a reduced exercised price of $1.09 per share, in exchange for the Company's agreement to issue new warrants (the "Inducement Warrants") on substantially the same terms as the Existing Warrants as described below, to purchase up to 3,525,348 shares of the Company's common stock (the "Inducement Warrant Shares"). The Company received aggregate gross proceeds of approximately $1.9 million from the exercise of the Existing Warrants by the Holder and the sale of the Inducement Warrants. The Company engaged Roth Capital Partners, LLC ("Roth") to act as its financial advisor in connection with the transactions summarized above and will pay Roth approximately $96,000 for its services, in addition to reimbursement for certain expenses. The shares of the Company's common stock issuable upon exercise of the Existing Warrants are registered pursuant to a registration statement on Form S-3 (File No. 333-276429) (the "Registration Statement"). The Registration Statement is currently effective and, upon exercise of the Existing Warrants, will, to the Company's knowledge, be effective for the resale of the Existing Warrant Shares. The Company also agreed to file a registration statement on Form S-3 covering the resale of the Inducement Warrant Shares issued or issuable upon the exercise of the Inducement Warrants (the "Resale Registration Statement") by July 25, 2024. In the Inducement Letter, the Company agreed not to issue any shares of common stock or c

02

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement 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 Inducement Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The form of the Inducement Warrant has been filed as an exhibit to this Form 8-K and is incorporated by reference herein.

03

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure set forth under

01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03 in its entirety

Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03 in its entirety.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Letter 99.1 Press Release, dated July 11, 2024 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. Entero Therapeutics, Inc. July 11, 2024 By: /s/ Sarah Romano Name: Sarah Romano Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR