Entero Therapeutics Enters Material Definitive Agreement

TL;DR

Entero Therapeutics just signed a big deal, expect news soon.

AI Summary

On October 17, 2025, Entero Therapeutics, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company was formerly known as First Wave BioPharma, Inc. until September 21, 2021.

Why It Matters

This filing signals a significant new contract or financial commitment for Entero Therapeutics, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations and operational complexities, carrying inherent risks.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• October 17, 2025 (date) — Date of earliest event reported
• First Wave BioPharma, Inc. (company) — Former company name
• September 21, 2021 (date) — Date of name change from First Wave BioPharma, Inc.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO The Nasdaq Stock Mar
• $5,000,000 — a private placement ("Offering") up to $5,000,000 in gross proceeds: (i) Promissory Notes
• $500,000 — : (i) a Note in the principal amount of $500,000 and (ii) a Warrant to purchase up to 20
• $2.50 — e. The Warrant has an exercise price of $2.50 per share, subject to adjustment as set

Filing Documents

• tm2529176d1_8k.htm (8-K) — 34KB
• tm2529176d1_ex10-1.htm (EX-10.1) — 228KB
• tm2529176d1_ex10-2.htm (EX-10.2) — 23KB
• tm2529176d1_ex10-3.htm (EX-10.3) — 117KB
• 0001104659-25-101519.txt ( ) — 660KB
• fwbi-20251017.xsd (EX-101.SCH) — 3KB
• fwbi-20251017_lab.xml (EX-101.LAB) — 33KB
• fwbi-20251017_pre.xml (EX-101.PRE) — 22KB
• tm2529176d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement On October 17, 2025, Entero Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an investor ("Investor"), pursuant to which the Company may sell to the Investor in a private placement ("Offering") up to $5,000,000 in gross proceeds: (i) Promissory Notes ("Notes") and (ii) a common stock purchase warrant to purchase up to an aggregate of 1,520,000 shares of common stock (the "Warrant," and the shares issuable upon exercise of the Warrant, the "Warrant Shares," and the Notes, together with the Warrant sold under the Offering, the "Securities"). The Purchase Agreement permits subsequent Closings after the Initial Closing, for all or any portion of the remaining aggregate offering amount of the Securities not sold at the time of the Initial Closing or any subsequent Closing. The parties made customary representations and warranties, and agreed to customary covenants and indemnification provisions. The capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement. The Company intends to use the net proceeds for general corporate purposes (which for the avoidance of doubt may include acquisitions, in the Company's discretion), including working capital. The Initial Closing took place on October 17, 2025, pursuant to which the Company sold to the Investor: (i) a Note in the principal amount of $500,000 and (ii) a Warrant to purchase up to 200,000 shares of common stock, for gross proceeds of $500,000. Promissory Note The Note issued to the Investor on October 17, 2025 was in the principal amount of $500,000, with a maturity date ("Maturity Date") of one year and one day after its date of issuance. The Company may extend the Maturity Date upon notice to the Investor for an unrestricted number of times; provided, however , that each time the Company exercises such extension option the Company can only extend t

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 Promissory Note. 10.3 Form of Warrant. 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 22, 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