Entero Therapeutics Files 8-K on Security Holder Rights

TL;DR

Entero Therapeutics filed an 8-K on Aug 14, 2025, detailing changes to security holder rights. Review for impact.

AI Summary

Entero Therapeutics, Inc. filed an 8-K on August 15, 2025, reporting material modifications to security holder rights and other events as of August 14, 2025. The filing also includes financial statements and exhibits. The company was formerly known as First Wave BioPharma, Inc. until September 21, 2021.

Why It Matters

This 8-K filing indicates potential changes affecting Entero Therapeutics' security holders, requiring investors to review the specific modifications to understand their impact on their holdings.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights can introduce uncertainty and potential changes in the value or nature of investments.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• First Wave BioPharma, Inc. (company) — Former company name
• August 14, 2025 (date) — Date of earliest event reported
• August 15, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO Nasdaq Capital Marke
• $1.00 — ice of the Company's Common Stock above $1.00 per share and bring the Company back in

Filing Documents

• tm2523661d1_8k.htm (8-K) — 35KB
• tm2523661d1_ex3-1.htm (EX-3.1) — 9KB
• tm2523661d1_ex99-1.htm (EX-99.1) — 9KB
• tm2523661d1_ex99-1img01.jpg (GRAPHIC) — 14KB
• 0001104659-25-079322.txt ( ) — 245KB
• fwbi-20250814.xsd (EX-101.SCH) — 3KB
• fwbi-20250814_lab.xml (EX-101.LAB) — 33KB
• fwbi-20250814_pre.xml (EX-101.PRE) — 22KB
• tm2523661d1_8k_htm.xml (XML) — 4KB

03 Material

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Entero Therapeutics, Inc., a Delaware corporation (the "Company"), approved a reverse stock split of the Company's issued and outstanding shares of common stock ("Common Stock"), at a ratio of 1-for-3 (the "Reverse Stock Split"). The Reverse Stock Split was duly approved in a special meeting of the stockholders held on June 30, 2025. On August 14, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m., Eastern Time, on August 18, 2025, and the Company's Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted basis when the market opens on August 18, 2025. Reasons for the Reverse Stock Split The Company is implementing the Reverse Stock Split to raise the per share bid price of the Company's Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company's Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve the desired effects or that, if achieved, such desired effects will be sustained. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number The Reverse Stock Split will become effective on August 18, 2025 (the "Effective Date"). The Common Stock will begin trading on a split-adjusted basis at the commencement of trading on the Effective Date, under the Company's existing trading symbol "ENTO." The new CUSIP number for the Common Stock following the Reverse Stock Split will be 33749P507. Split A

01 Other Events

Item 8.01 Other Events. On August 14, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Certificate of Amendment 99.1 Press Release dated August 14, 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 15, 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