Entero Therapeutics Files 8-K: Agreements, Obligations, and Leadership Changes

TL;DR

Entero Therapeutics (formerly First Wave BioPharma) filed an 8-K detailing new financial obligations and leadership shifts.

AI Summary

Entero Therapeutics, Inc. announced on January 31, 2025, the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also notes changes in control and compensatory arrangements for certain officers, alongside the departure and election of directors. The company was formerly known as First Wave BioPharma, Inc. and AzurRx BioPharma, Inc.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations and potential changes in control, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and changes in control, which inherently carry a medium level of risk due to potential impacts on the company's operations and stock.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Filer
• First Wave BioPharma, Inc. (company) — Former Company Name
• AzurRx BioPharma, Inc. (company) — Former Company Name
• 20250131 (date) — Date of Report
• 20250206 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO Nasdaq Capital Marke
• $2,000,000 — ary 27, 2025 in the principal amount of $2,000,000 (the "Revolving Note" and such amount,
• $550,000 — der disbursed an initial loan amount of $550,000 to the Company on January 31, 2025. Th
• $5,000,000 b — forts" public offering of not less than $5,000,000 by the Company of its common stock and/or
• $25,000 — or make any singular payment exceeding $25,000 without prior approval by the Company's

Filing Documents

• tm255614d1_8k.htm (8-K) — 46KB
• tm255614d1_ex10-1.htm (EX-10.1) — 160KB
• tm255614d1_ex10-2.htm (EX-10.2) — 9KB
• 0001104659-25-010132.txt ( ) — 434KB
• fwbi-20250131.xsd (EX-101.SCH) — 3KB
• fwbi-20250131_lab.xml (EX-101.LAB) — 33KB
• fwbi-20250131_pre.xml (EX-101.PRE) — 22KB
• tm255614d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Effective January 31, 2025, Entero Therapeutics, Inc. (the "Company") entered into a Revolving Loan Agreement dated January 27, 2025 (the "Revolving Loan Agreement"), with 1396974 BC Ltd. (the "Lender") pursuant to which the Lender agreed to make loans to the Company. Pursuant to and under the terms of the Revolving Loan Agreement, the Company issued to the Lender a revolving note dated January 27, 2025 in the principal amount of $2,000,000 (the "Revolving Note" and such amount, the "Total Outstanding Amount"). This transaction is referred to as the "Financing." The Company shall use the proceeds from the Financing for general corporate purposes, including but not limited to finance the expense of a Qualified Public Equity Offering (as defined below) and payment of certain items. Out of the Total Outstanding Amount, the Lender disbursed an initial loan amount of $550,000 to the Company on January 31, 2025. The Revolving Note bears interest at the rate of 18% per annum calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on January 31, 2025 until paid in full. The outstanding principal balance of all outstanding loans under the Financing, all accrued and unpaid interest and all other amounts, costs, expenses and/or liquidated damages are due in full on January 31, 2026. The Revolving Loan Agreement contains customary events of default. If an event of default occurs, the Lender may accelerate the indebtedness under the Revolving Loan Agreement, and an amount equal to 120% of the of the outstanding principal amount and accrued and unpaid interest plus liquidated damages and other amounts, costs, expenses and/or liquidated damages due under or in respect of the Loan Documents (as defined under the Revolving Loan Agreement) for the Financing, if any. The Revolving Loan Agreement provides that it is a condition of the closing of the Financing that not less than three of the current members

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant As described in Item 1.01 above, the Company issued the Revolving Note. The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant. Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Upon the closing of the Financing, the Lender acquired control of the Company by appointing a majority of the Company's Board of Directors.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a) Appointment of Directors pursuant to the terms of the Financing: On February 3, 2025 (i) each of Timothy Ramdeen, Alastair Riddell and James Sapirstein resigned as directors of the Company, and (ii) the Company's Board of Directors appointed Manpreet Uppal, Alson Niu and Richard Joel Paolone as directors of the Company. The principal occupation and brief summary of the backgrounds of Manpreet Uppal, Alson Niu and Richard Joel Paolone are as follows: Manpreet (Mike) Uppal is a seasoned professional with over 10 years of experience in capital markets and over 15 years of experience in real estate as a licensed realtor. He received his service license in 2009 and has been with the Fraser Valley Real Estate Board as a licensed real estate agent since 2009. Mr. Uppal graduated from the UBC Sauder School of Business with a major in Real Estate Trading in 2009. Mr. Uppal is well qualified to serve on the Board due to his expertise in deal structuring and investments and his focus on capital markets and the financial sector. Alson Niu is a multi-disciplined business professional with 5 years of experience acting as a director of multiple publicly traded companies and specializes in consulting services and executive positions. Mr. Niu serves clients in industries including agriculture, technology, and gaming. He also serves as a partner for Evolve Branding, a premium marketing consulting company focused on branding and online marketing. Mr. Niu has also been a director in Peakbirch Commerce Inc. since April 2023, in RT Minerals Corp. since January 2024 and in Jaeger Resources Corp. since April 2024. Mr. Niu is well qualified to serve on the Board due to his experience as a board member of publicly traded companies and due to his experience in consulting, strategy and marketing. Richard Joel Paolone is a Toro

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Revolving Loan Agreement dated January 27, 2025 between Entero Therapeutics, Inc. and 1396974 BC Ltd. 10.2 Revolving N ote dated January 27, 2025 between Entero Therapeutics, Inc. and 1396974 BC Ltd. 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. February 6, 2025 By: /s/ James Sapirstein Name: James Sapirstein Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR