Filed Pursuant to Rule 424(b)(3)
Registration No. 333-219385
PROSPECTUS SUPPLEMENT NO. 1
Dated January 19, 2018
(To Prospectus dated August 14, 2017)
5,905,535 Shares
Common Stock
This prospectus supplement (“Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, that certain prospectus, dated August 14, 2017 (the “Prospectus”) related to the resale of shares of our common stock by the stockholders of AzurRx BioPharma, Inc. (the “Company”) identified therein as “selling stockholders”. This Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus.
The information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements, including this Supplement, carefully before you make an investment decision.
Our common stock is listed on the NASDAQ Capital Market under the ticker symbol “AZRX.” The last reported sale price per share of our common stock on January 19, 2018 was $3.46 per share.
Investing in our common stock involves a high degree of risk. You are urged to read the section entitled “Risk Factors” beginning on page 4 of the Prospectus and in the documents incorporated by reference therein and herein, which describes specific risks and other information that should be considered before you make an investment decision.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in this Supplement and the Prospectus. The Prospectus contains forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made or included in this Supplement and the Prospectus.
SELLING STOCKHOLDERS
The following table amends and restates the table appearing under the heading “Selling Stockholders” beginning on page 9 of the Prospectus, in order to update the selling stockholder information to reflect the distribution of securities previously allocated to Alexander Capital, LP in the Prospectus, as well as correcting the number of warrants held by certain selling stockholders.
The shares of common stock held by the selling stockholders listed in the table below were included in the 5,905,535 shares of common stock registered for resale under the registration statement of which the Prospectus forms a part. The percentages in the following table are based on 11,614,146 shares of our common stock outstanding as of December 30, 2017.
Maximum Number of Shares Being Offered Pursuant to this Prospectus | ||||||||
Name of Selling | Shares Beneficially Owned Prior to | Common | Warrants Currently | Warrants Exercisable on a Later | Debenture Conversion | Shares Beneficially Owned After Offering (1) | ||
Securityholder | Offering | Stock | Exercisable | Date | Shares | Number | Percent* | |
2010 Jennings Family Revocable Trust | 21,491 | - | 21,491 | - | - | - | ** | |
ADEC Private Equity Investments, LLC | 1,621,289 | - | 644,741 | - | - | 976,548 | (2) | 8.0% |
Alexander Capital, LP | 50,000 | - | 50,000 | - | - | - | (3) | ** |
Amory Ross | 157,143 | 78,571 | 78,572 | - | - | - | ** | |
Andrea Ross | 57,146 | 28,573 | 28,573 | - | - | - | ** | |
Andrew Sanford | 16,000 | 8,000 | 8,000 | - | - | - | ** | |
Bari Latterman | 912 | - | 912 | - | - | - | (4) | ** |
Brian Herman | 10,600 | - | 10,600 | - | - | - | (5) | ** |
Brian Thebault | 171,429 | 85,714 | 85,715 | - | - | - | ** | |
Bruce Conway | 402,258 | 185,000 | 217,258 | - | - | - | ** | |
Bryan McShaine | 42,983 | - | 42,983 | - | - | - | ** | |
BTR Partners | 285,714 | 142,857 | 142,857 | - | - | - | (6) | ** |
Catherine and Raymond Marzulli | 9,120 | - | 9,120 | - | - | - | ** | |
CEDA Investments, LLC | 57,144 | 28,572 | 28,572 | - | - | - | (2) | ** |
Charlotte Ross | 57,144 | 28,572 | 28,572 | - | - | - | ** | |
Christopher Carlin | 39,657 | - | 39,657 | - | - | - | (7) | ** |
Christopher Laffey | 70,889 | 5,569 | 65,320 | - | - | - | (7) | ** |
Cross River Partners LP | 142,857 | 71,429 | 71,428 | - | - | - | (8) | ** |
Dana Ross | 57,144 | 28,572 | 28,572 | - | - | - | ** | |
Daniel and Agatha Tis | 17,531 | - | 17,531 | - | - | - | ** | |
Daniel and Beth Erlanger | 27,360 | - | 27,360 | - | - | - | ** | |
Daniel Erlanger | 37,114 | - | 37,114 | - | - | - | ** | |
David Graham | 28,571 | 14,286 | 14,285 | - | - | - | ** | |
David Ide | 42,983 | - | 42,983 | - | - | - | ** | |
David Miedzygorski | 2,150 | - | 2,150 | - | - | - | ** | |
Davis Family Trust | 533,689 | - | 138,560 | - | - | 395,129 | (9) | 3.4% |
Deborah L. Millar Revocable Trust | 26,865 | - | 26,865 | - | - | - | (10) | ** |
Doug Aguililla | 4,000 | - | 4,000 | - | - | - | (11) | ** |
EBR Ventures, LLC | 700,000 | 100,000 | 100,000 | - | - | 500,000 | (2) | 4.3% |
Edward Borkowski | 252,357 | - | 50,794 | - | - | 201,563 | (12) | 1.7% |
Edward Borkowski and Nancy McCormick | 65,243 | - | 13,680 | - | - | 51,563 | (12) | ** |
Edwin W. Laffey | 6,000 | 3,000 | 3,000 | - | - | - | ** | |
Eugene Markowitz | 13,149 | - | 13,149 | - | - | - | ** | |
Fred Tedori | 23,256 | - | 23,256 | - | - | - | ** | |
Gene Humphreys | 8,380 | - | 3,224 | - | - | 5,156 | ** | |
Glenn Harnish and Jean Harnish JTWROS | 14,000 | 7,000 | 7,000 | - | - | - | ** | |
Gene and Catherine Salkind | 222,066 | - | 83,275 | - | - | 138,791 | 1.2% | |
Gregory L. Sheldon and Madeline M. Sheldon | 13,680 | - | 13,680 | - | - | - | ** | |
Gregory L. Sheldon | 18,557 | - | 18,557 | - | - | - | ** | |
Hammermeister Revocable Family Trust | 83,800 | - | 32,237 | - | - | 51,563 | (13) | ** |
Hans Tommy Wilhelmsen | 4,299 | - | 4,299 | - | - | - | ** | |
Harbor Watch Partners, LP | 185,714 | 92,857 | 92,857 | - | - | - | (14) | ** |
Ike McEntire | 10,745 | - | 10,745 | - | - | - | ** | |
JABCO LP | 133,797 | 57,143 | 76,654 | - | - | - | (15) | ** |
Jody Thompson | 4,489 | - | 4,489 | - | - | - | (16) | ** |
John Columbia | 2,703 | - | 2,703 | - | - | - | (17) | ** |
Jonathan Gazdak | 26,447 | - | 26,447 | - | - | - | (18) | ** |
Joseph Amato | 16,768 | - | 16,768 | - | - | - | (19) | ** |
Joseph Arvay | 28,571 | 14,286 | 14,285 | - | - | - | ** | |
Joseph Kerrissey | 14,286 | 7,143 | 7,143 | - | - | - | ** | |
Joseph M. Ahearn | 55,491 | - | 21,491 | - | - | 34,000 | ** | |
Joseph M. and Pamela Longo | 57,143 | 28,571 | 28,572 | - | - | - | ** | |
Kathryn M. Parsons Revocable Trust | 65,909 | 28,571 | 37,338 | - | - | - | (20) | ** |
KC Scott Family Limited Partnership | 50,000 | 25,000 | 25,000 | - | - | - | (21) | ** |
Lee Becker | 37,143 | 18,571 | 18,572 | - | - | - | ** | |
Lincoln Park Capital Fund, LLC | 617,769 | - | 164,256 | 164,256 | 289,257 | - | (22) | ** |
Lucy Shurtleff | 33,602 | 11,429 | 22,173 | - | - | - | ** | |
Mario Wagner Okuno | 6,447 | - | 6,447 | - | - | - | ** | |
Mark and Phyllis Waxman | 17,531 | - | 17,531 | - | - | - | ** | |
Michael Slobodow | 5,373 | - | 5,373 | - | - | - | ** | |
Molly Hsu | 70,127 | - | 70,127 | - | - | - | ** | |
Netgain Financial, Inc. | 60,000 | 10,000 | 50,000 | - | - | - | (23) | ** |
Network 1 Financial Services, Inc. | 10,131 | - | 10,131 | - | - | - | (24) | ** |
Olivia Lutz Trust 2014 | 114,286 | 57,143 | 57,143 | - | - | - | (25) | ** |
Peter Cella | 10,745 | - | 10,745 | - | - | - | ** | |
PRK Partners, LP | 200,000 | 100,000 | 100,000 | - | - | - | (26) | ** |
Ralph Worthington | 43,776 | - | 43,776 | - | - | - | ** | |
Renee Markowitz | 21,914 | - | 21,914 | - | - | - | ** | |
Rocco Guidicipietro | 16,859 | - | 16,859 | - | - | - | (27) | ** |
Ross Bevevino | 12,509 | - | 12,509 | - | - | - | (28) | ** |
Russell W. Rice | 5,373 | - | 5,373 | - | - | - | ** |
S. Clarke Moody | 149,349 | 57,143 | 92,206 | - | - | - | ** | |
Shane Cobb | 47,611 | - | 6,136 | - | - | 41,475 | ** | |
Sierra AF 2013 Trust | 72,237 | - | 32,237 | - | - | 40,000 | (29) | ** |
Stephen Walsh | 2,280 | - | 2,280 | - | - | - | (30) | ** |
Steven Montal | 216,371 | - | 32,659 | - | - | 183,712 | 1.6% | |
The Burke E Ross Jr. GST Investment Trust 2014 | 430,000 | 215,000 | 215,000 | - | - | - | (2) | ** |
Trident Partners, LTD. | 804 | - | 804 | - | - | - | (31) | ** |
ViewTrade Securities, Inc. | 3,650 | - | 3,650 | - | - | - | (32) | ** |
WallachBeth Capital, LLC | 18,815 | - | 18,815 | - | - | - | (33) | ** |
William Curtis | 28,571 | 14,286 | 14,285 | - | - | - | ** | |
William S. Goodman | 53,729 | - | 53,729 | - | - | - | ** | |
World Wide Holdings, LLC | 150,000 | - | 150,000 | - | - | - | (34) | ** |
* | Assumes that the selling stockholders will sell all of the shares of common stock saleable pursuant to this prospectus, including the shares of common stock that may be issued upon the exercise of all warrants identified herein. Also assumes for each selling stockholder, to the extent applicable, that (a) all were exercised, (b) only such selling stockholder’s warrants were exercised and (c) as a consequence, the number of issued and outstanding shares has increased by the number of such selling stockholder’s warrant shares. The registration of these shares does not necessarily mean that the selling stockholders will sell all or any portion of the shares covered by this prospectus. |
** | Less than 1%. |
(1) | Information concerning other Selling Stockholders will be set forth in one or more amendments to the registration statement, of which this prospectus forms a part, and/or prospectus supplements from time to time, as required. |
(2) | As manager of each of CEDA Investments, LLC, The Burke E. Ross Jr. GST Investment Trust 2014, EBR Ventures, LLC, and ADEC Private Equity Investments, Edmond Burke Ross, Jr. holds sole voting and dispositive power over the shares held by each entity. 28,572 shares of common stock and warrants to purchase 28,572 shares ofcommon stock are held by CEDA Investments, LLC, 215,000 shares of common stock and warrants to purchase 215,000 shares of common stock are held by The Burke E Ross Jr. GST Investment Trust 2014, 100,000 shares of common stock and warrants to purchase 100,000 shares of common stock are held by EBR Ventures, LLC, and warrants to purchase 699,461 shares of common stock are held by ADEC Private Equity Investments. |
(3) | As Managing Director of Alexander Capital, LP (“Alexander Capital”), Jonathan Gazdak holds voting and dispositive power over the shares held by such entity. Alexander Capital is a broker-dealer and has advised the Company that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(4) | Ms. Latterman has advised the Company that she is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(5) | Mr. Herman has advised the Company that he is affiliated with ViewTrade Securities (defined below), a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(6) | As General Partner of BTR Partners, Benson T. Ross holds sole voting and dispositive power over the shares held by such entity. |
(7) | Mr. Carlin has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(7) | Mr. Laffey has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(8) | The reported securities are directly owned by Cross River Partners LP (the "Partnership"), a limited partnership whose general partner is Cross River Capital Management LLC (the "General Partner"), and may be deemed indirectly beneficially owned by the General Partner and by Cross River Management LLC, as the investment manager of the Partnership (the "Investment Manager"). The reported securities may also be deemed indirectly beneficially owned by Richard Murphy, as Managing Member of both the General Partner and the Investment Manager. |
(9) | As Trustee of Davis Family Trust, Gary B. Davis holds sole voting and dispositive power over the shares held by such entity. |
(10) | As Trustee of Deborah L. Millar Revocable Trust, Deborah L. Millar holds sole voting and dispositive power over the shares held by such entity. |
(11) | Mr. Aguililla has advised the Company that he is affiliated with ViewTrade Securities (defined below), a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(12) | Edward Borkowski is a member of the Company’s Board of Directors and currently serves as Chairman of the Board. |
(13) | As Trustee of Hammermeister Revocable Family Trust, James Hammermeister holds sole voting and dispositive power over the shares held by such entity. |
(14) | As General Partner of Harbor Watch Partners, LP, Amory Ross holds sole voting and dispositive power over the shares held by such entity. |
(15) | As General Partner of JABCO LP, J. Geddes Parsons holds sole voting and dispositive power over the shares held by such entity. |
(16) | Ms. Thompson has advised the Company that she is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(17) | Mr. Columbia has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(18) | Mr. Gazdak has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(19) | Mr. Amato has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(20) | As Trustee of Kathryn M. Parsons Rev. Trust, Kathryn M. Parsons holds sole voting and dispositive power over the shares held by such entity. |
(21) | As Partner of the KC Scott Family Limited Partnership, Shane A. Scott holds sole voting and dispositive power over the shares held by such entity. |
(22) | Josh Scheinfeld and Jonathan Cope, the principals of Lincoln Park, may be deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park subject to a 4.99% ownership blocker contained within certain securities held by Lincoln Park. Messrs. Scheinfeld and Cope have shared voting and dispositive power over the shares being offered. |
(23) | As Chief Executive Officer of Netgain Financial, Inc., Brian O. Quinn holds sole voting and dispositive power over the shares held by such entity. |
(24) | As Chief Executive Officer of Network 1 Financial Securities, Inc. ("Network 1"), Richard Hunt holds voting and dispositive power over the shares held by such entity. Network 1 is a broker-dealer and has advised the Company that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(25) | As full Trustee of the Olivia Lutz Trust 2014, Peter C. Lacaillade holds sole voting and dispositive power over the shares held by such entity. The principal business address of the Olivia Lutz Insurance Trust 2014 is c/o ADEC Private Equity Investments LLC, 172 S. Ocean Blvd., Palm Beach, FL 33480. |
(26) | As a principal of PRK Partners, LP, Parthenia Ross Kiersted holds sole voting and dispositive power over the shares held by such entity. |
(27) | Mr. Guidicipietro has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(28) | Mr. Bevevino has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(29) | As Trustee of the Sierra AF 2013 Trust, Robert Goldman, Esq. holds voting and dispositive power over the shares held by such entity. |
(30) | Mr. Walsh has advised the Company that he is affiliated with Alexander Capital, a broker-dealer, and that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(31) | As President of Trident Partners, LTD (“Trident Partners”), Brian Schante holds voting and dispositive power over the shares held by such entity. Trident Partners is a broker-dealer and has advised the Company that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(32) | As President of ViewTrade Securities, Inc. (“ViewTrade Securities”), James St. Clair holds voting and dispositive power over the shares held by such entity. ViewTrade Securities is a broker-dealer and has advised the Company that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(33) | Michael Wallach, Chief Executive Officer, and David Beth, President and Chief Operating Officer, of WallachBeth Capital, LLC (“WallachBeth”), each hold voting and dispositive power over the shares held by such entity. WallachBeth is a broker-dealer and has advised the Company that the securities were received solely as an investment and not with a view to or for resale or distribution. |
(34) | As World Wide Holdings, LLC is the parent Company for Invictus Resources, and as Managing Partner of Invictus Resources, Jeffrey Auerbach holds sole voting and dispositive power over the shares held by such entity. |
REPRICING OF CERTAIN WARRANTS
Beginning on December 31, 2017, the Company entered into warrant exercise agreements with the following selling stockholders (“Holders”) that purchased or were otherwise issued to the Holders between October 2014 and June 2017, the Holders agreed to exercise certain warrants (the “Reprice Warrants”) for cash in exchange for the Company reducing the current exercise price of the Reprice Warrants to $2.50 per share and amending any unexercised, remaining warrants to reduce the exercise price to $3.25 per share (the “Remaining Warrants”).
The following Holders have executed warrant exercise agreements with the Company, have exercised the Repricing Warrants listed below for $2.50 per share and have received amended Remaining Warrants that are each exercisable for $3.25 per share:
Holder | No. of Repricing Warrants | No of Remaining Warrants |
2010 Jennings Family Revocable Trust | 21,491 | - |
Brian Herman | 10,600 | - |
Brian Thebault | 42,857 | 42,858 |
Bruce Conway | 200,000 | 17,258 |
Bryan McShaine | 21,428 | 21,555 |
Christopher Laffey | 32,660 | 32,660 |
Daniel Erlanger | 64,474 | - |
Daniel and Agatha Tis | 17,310 | 221 |
David Graham | 7,150 | 7,135 |
Davis Family Trust | 69,280 | 69,280 |
Deborah L. Millar Revocable Trust | 26,865 | - |
Douglas Aguililla | 4,000 | - |
Edward Borkowski | 22,320 | 28,474 |
Edward Borkowski and Nancy McCormick | 13,680 | - |
Gregory L. Sheldon and Madeline M. Sheldon | 13,680 | - |
Gregory L. Sheldon | 18,557 | - |
Hammermeister Revocable Family Trust | 16,119 | 16,119 |
JABCO LP | 38,500 | 38,154 |
Sierra AF 2013 Trust | 32,237 | - |
Jonathan Gazdak | 26,447 | - |
Joseph M. Ahearn | 10,746 | 10,746 |
Kathryn M. Parsons Revocable Trust | 19,000 | 18,338 |
KC Scott Family Limited Partnership | 12,500 | 12,500 |
Lee Becker | 18,572 | - |
Ralph Worthington | 25,000 | 18,776 |
Ross Bevevino | 6,255 | 6,255 |
S. Clarke Moody | 46,103 | 46,103 |
ViewTrade Securities, Inc. | 3,650 | - |
William S. Goodman | 53,729 | - |
Lucy Shurtleff | 11,086 | 11,087 |
Ike McEntire | 5,373 | 5,373 |
Christopher Carlin | 19,829 | 19,829 |
The date of this Prospectus Supplement No.1 is January 19, 2018