Entero Therapeutics Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Entero Therapeutics inked a deal, sold some stock, and swapped out some execs. Big changes brewing.

AI Summary

Entero Therapeutics, Inc. announced on August 9, 2025, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and officer appointments. Additionally, compensatory arrangements for certain officers were detailed.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential equity dilution, alongside changes in leadership which could signal strategic shifts.

Risk Assessment

Risk Level: medium — The filing details material agreements and unregistered equity sales, which can introduce financial and strategic risks.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• August 9, 2025 (date) — Date of earliest event reported
• 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 Marke
• $3,000,000 — roceeds to the Company of approximately $3,000,000. The combined purchase price for one Pr
• $0.6149 — nded Warrant and two Common Warrants is $0.6149. The Company intends to use the net pr
• $1,000,000 — action of customary closing conditions. $1,000,000 of the proceeds, less expenses, will be
• $2,000,000 — o the Company at closing. The remaining $2,000,000 of proceeds will be paid at such time a
• $0.00001 — nded warrants have an exercise price of $0.00001 per share, subject to adjustment and no
• $0.3649 — mmon Warrants have an exercise price of $0.3649 per share, subject to adjustment as set
• $0.125 — nts for an additional purchase price of $0.125 per warrant (the "Consulting Warrants"
• $200 million — yer has raised and deployed more than US$200 million in early and growth-stage investments a
• $2,500 — r is entitled to a cash compensation of $2,500 per month to be paid monthly at the beg

Filing Documents

• tm2523050d1_8k.htm (8-K) — 43KB
• tm2523050d1_ex10-1.htm (EX-10.1) — 252KB
• tm2523050d1_ex10-2.htm (EX-10.2) — 109KB
• tm2523050d1_ex10-3.htm (EX-10.3) — 119KB
• tm2523050d1_ex10-4.htm (EX-10.4) — 129KB
• tm2523050d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-25-075970.txt ( ) — 983KB
• fwbi-20250809.xsd (EX-101.SCH) — 3KB
• fwbi-20250809_lab.xml (EX-101.LAB) — 33KB
• fwbi-20250809_pre.xml (EX-101.PRE) — 22KB
• tm2523050d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement On August 9, 2025, Entero Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with purchasers identified therein (each such purchaser, a "Purchaser" and, collectively, the "Purchasers") pursuant to which the Company will sell to the Purchasers in a private placement an aggregate of (i) pre-funded warrants to purchase up to an aggregate of 4,878,841 shares of common stock (the "Pre-Funded Warrants") and (ii) common stock purchase warrants to purchase up to an aggregate of 9,757,682 shares of common stock (the "Common Warrants") for gross proceeds to the Company of approximately $3,000,000. The combined purchase price for one Pre-Funded Warrant and two Common Warrants is $0.6149. The Company intends to use the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing will occur on August 11, 2025, subject to the satisfaction of customary closing conditions. $1,000,000 of the proceeds, less expenses, will be paid to the Company at closing. The remaining $2,000,000 of proceeds will be paid at such time as the Registration Statement (defined below) has been declared effective. The Pre-Funded warrants have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Common Warrants are exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The Common Warrants have an exercise price of $0.3649 per share, subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, r

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

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. Appointment of Directors to the Board of Directors In connection with the closing of the transactions contemplated by the Purchase Agreement, on August 9, 2025, the Board of Directors of the Company approved the appointment of Geordan Pursglove and Jason Sawyer to serve as members of the Board of Directors of the Company, effective as of August 11, 2025. Geordan G. Pursglove, age 37, is a corporate leader, investor, and entrepreneur with over a decade of experience in mergers and acquisitions, capital markets, business development, and corporate leadership across biotechnology, logistics, market research, and sports marketing. He currently serves as Chief Executive Officer and Chairman of the Board of Lixte Biotechnology Holdings, Inc. (Nasdaq: LIXT), a clinical-stage pharmaceutical company developing novel protein phosphatase 2A (PP2A) inhibitors for cancer treatment. Since joining Lixte, Mr. Pursglove has led the company through capital raises, Nasdaq compliance resolutions, and operational enhancements to advance its clinical programs. He is also Managing Director of 2GP Group LLC, a private investment and management firm through which he has founded, funded, and guided ventures in multiple industries. His prior roles include service on the board of SemiCab Holdings, where he led the successful merger of SemiCab with Algorhythm Holdings, Inc. (Nasdaq: RIME), and also previoiusly served as President of Service 800, Inc. Mr. Pursglove will be compensated in accordance with the Director Agreement (as defined below). Mr. Pursglove does not have any family relationship with any of the executive officers or directors of the Company and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Jason D. Sawyer is a 32-year veteran of the alternative investment indust

01 Other Events

Item 8.01 Other Events. Press Release On August 11, 2025, the Company issued a press release regarding the pricing of the private placement. A copy of the press release is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Pre-Funded Warrant 10.3 Form of Warrant 10.4 Form of Registration Rights Agreement 10.5 Form of Director Agreement between Company and directors of the Company (incorporated by reference to the Form 8-K filed on March 7, 2025) 99.1 Press Release issued on August 11, 2025 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. August 11, 2025 By: /s/ Richard Joel Paolone Name: Richard Joel Paolone Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR