Entero Therapeutics to Acquire 03 Life Sciences

TL;DR

Entero Therapeutics buying 03 Life Sciences, deal expected Q4 2024.

AI Summary

Entero Therapeutics, Inc. announced on August 29, 2024, that it has entered into a definitive agreement to acquire all outstanding equity interests of 03 Life Sciences. This acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions. The company previously operated under the names First Wave BioPharma, Inc., AzurRx BioPharma, Inc., and BioPharma d'Azur, Inc.

Why It Matters

This acquisition signifies a strategic move by Entero Therapeutics to expand its operations and potentially diversify its product pipeline within the pharmaceutical sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• 03 Life Sciences (company) — Target of acquisition
• August 29, 2024 (date) — Date of earliest event reported
• fourth quarter of 2024 (date) — Expected closing period for acquisition
• First Wave BioPharma, Inc. (company) — Former company name
• AzurRx BioPharma, Inc. (company) — Former company name
• BioPharma d'Azur, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO Nasdaq Capital Mark

Filing Documents

• tm2423257d1_8k.htm (8-K) — 25KB
• 0001104659-24-096362.txt ( ) — 195KB
• fwbi-20240829.xsd (EX-101.SCH) — 3KB
• fwbi-20240829_lab.xml (EX-101.LAB) — 33KB
• fwbi-20240829_pre.xml (EX-101.PRE) — 22KB
• tm2423257d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. As previously disclosed in Entero Therapeutics, Inc.'s (the "Company") Current Report on Form 8-K filed with the SEC on August 7, 2024, on August 2, 2024, the Company's subsidiary, ImmunogenX, LLC ("ImmunogenX"), received a Notice of Default (the "Notice") relating to that certain Credit Agreement, dated as of October 3, 2022 (as amended, modified, supplemented or restated from time to time, the "Credit Agreement") by and among Mattress Liquidators, Inc. (the "Lender") and ImmunogenX, Inc., the predecessor entity of ImmunogenX. The Notice informed ImmunogenX that one or more events of default under the Credit Agreement were existing and continuing. Such outstanding Events of Default alleged by Lender included ImmunogenX suffering an adverse change in its financial condition which would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) (the "MAE Default"). The Notice additionally indicated that, as a result of the MAE Default, pursuant to the terms of Section 8.3 of the Credit Agreement, (a) the outstanding principal balance of the loan made under the Credit Agreement, all interest and fees related thereto, and all other outstanding obligations were accelerated and declared immediately due and payable, and that Lender demanded immediate payment of all obligations, and (b) Lender increased the effective interest rate to the Default Rate (as defined in the Credit Agreement). On August 29, 2024, after discussions with Lender, ImmunogenX received a letter (the "Letter") from Lender informing ImmunogenX that at this time, Lender is suspending the MAE Default. The Letter additionally provided that Lender's suspension of the MAE Default is not, and shall not be construed as, a waiver of the MAE Default and Lender expressly reserves all rights with respect to its enforcement of the MAE Default.

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. September 3, 2024 By: /s/ James Sapirstein Name: James Sapirstein Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR