Entero Therapeutics Completes Acquisition, Discloses Equity Sales

TL;DR

Entero Therapeutics just closed a deal and sold some stock. Big moves happening.

AI Summary

Entero Therapeutics, Inc. (formerly First Wave BioPharma, Inc.) announced on September 30, 2025, the completion of an acquisition. The filing also disclosed unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The company is in the pharmaceutical preparations industry.

Why It Matters

This filing indicates significant corporate activity for Entero Therapeutics, including a completed acquisition and equity transactions, which could impact its future business operations and financial structure.

Risk Assessment

Risk Level: medium — The filing details an acquisition and unregistered equity sales, which can introduce complexities and potential risks related to integration and financing.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Filer and subject of the report
• First Wave BioPharma, Inc. (company) — Former name of Entero Therapeutics, Inc.
• AzurRx BioPharma, Inc. (company) — Former name of Entero Therapeutics, Inc.
• BioPharma d'Azur, Inc. (company) — Former name of Entero Therapeutics, Inc.
• September 30, 2025 (date) — Date of earliest event reported
• 20251006 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO The Nasdaq Stock Mar
• $0.66 — shares of Common Stock, exercisable at $0.66 per share, subject to a 3-year vesting
• $3 million — ing") with gross proceeds not less than $3 million no later than 30 days after the Closing
• $2,000,000 — nancing will the Company have less than $2,000,000 in available cash on deposit with one o
• $618.53 — l to the aggregate liquidation value of $618.53 per share for all shares of Series H Pr
• $2.5 million — it has stockholders' equity of at least $2.5 million as required by Nasdaq Listing Rule 5550

Filing Documents

• tm2528018d1_8k.htm (8-K) — 50KB
• tm2528018d1_ex2-1.htm (EX-2.1) — 297KB
• tm2528018d1_ex3-1.htm (EX-3.1) — 71KB
• tm2528018d1_ex10-1.htm (EX-10.1) — 118KB
• tm2528018d1_ex99-1.htm (EX-99.1) — 15KB
• 0001104659-25-097138.txt ( ) — 829KB
• fwbi-20250930.xsd (EX-101.SCH) — 3KB
• fwbi-20250930_lab.xml (EX-101.LAB) — 33KB
• fwbi-20250930_pre.xml (EX-101.PRE) — 22KB
• tm2528018d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement The information set forth in Item 2.01 below regarding the Share Exchange Agreement (as defined below) is incorporated by reference in this Item 1.01.

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets Share Exchange Agreement On September 30, 2025, the Company entered into and consummated a share exchange agreement ("Share Exchange Agreement") with GridAI Corp, a Nevada corporation ("GridAI"), and the stockholders of all of the issued and outstanding shares of GridAI (such shares, the "Shares," and the stockholders, collectively, the "Sellers," and, the Sellers, together with the Company and GridAI, the "Parties"). Pursuant to the Share Exchange Agreement, the Company purchased the Shares from the Sellers for a purchase price consisting of (i) an aggregate of 424,348 shares (the "Exchanged Common Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), which represents 19.99% of the issued and outstanding shares of Common Stock as of the date of entry into the Share Exchange Agreement, and (ii) 38,801,546 shares (such shares, the "Exchanged Preferred Shares") of the Company's Series H Non-Voting Convertible Preferred Stock (the "Series H Preferred Stock") having such rights and preferences as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025 (the "Certificate of Designation"), and which Exchanged Preferred Shares will be convertible into an aggregate of 38,801,546 shares of Common Stock (the "Conversion Shares"), subject to shareholder approval and certain conditions and adjustments as set forth in the Certificate of Designation. The Exchanged Common Shares together with the maximum number of Conversion Shares represent 82.5% of the issued and outstanding shares of Common Stock as of the date of entry into the Share Exchange Agreement on an as-converted and fully-diluted basis. The aforesaid exchange of shares for the Exchanged Common Shares and Exchanged Preferred Shares is herein referred to as the "Share Exchange." As o

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 2.01 of this Form 8-K regarding the issuance of the Exchanged Common Shares, Exchanged Preferred Shares and Conversion Shares is incorporated herein by reference. Such securities have been or will be issued in reliance on the exemptions from registration under the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D thereunder.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 1, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation authorized the creation of Series H Preferred Stock in the amount of 38,801.546 shares. Voting Rights Except as otherwise required by law, the Series H Preferred Stock have no voting rights. As long as any shares of Series H Preferred Stock are outstanding, the Company may not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series H Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the Certificate of Designations, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock of the Company, par value $0.0001 per share ("Preferred Stock") in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series H Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing. Rank; Liquidation With respect to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of Series H Preferred Stock shall rank: (i) senior to all junior securities; (ii) on parity with the Common Stock any other class or series of preferred stock of the Company hereafter created specifically ranking, by its terms, o

01 Regulation

Item 7.01 Regulation FD Disclosure On October 1, 2025, the Company i ssued a press release announcing the Closing of the Share Exchange. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

01. Other Events

Item 8.01. Other Events. As previously disclosed, on April 11, 2025, the Company received written notice from Nasdaq that the Company was not in compliance with the minimum stockholders' equity requirement for continued listing. As a result of the Share Exchange, the Company believes that, as of the date of this Form 8-K, it has stockholders' equity of at least $2.5 million as required by Nasdaq Listing Rule 5550(b)(1). Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Common Stock on the Nasdaq Capital Market and the Company could be subject to delisting.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Share Exchange Agreement. 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025. 10.1 Form of Registration Rights Agreement. 99.1 Press Release dated October 1, 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. October 6, 2025 By: /s/ Jason D. Sawyer Name: Jason D. Sawyer Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR