UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 11,
2021
AzurRx BioPharma, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37853
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46-4993860
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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777 Yamato Road, Suite 502
Boca Raton, Florida
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33431
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (561)
589-7020
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AZRX
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Nasdaq
Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
August 11, 2021, the Board of Directors (the “Board”)
of AzurRx BioPharma, Inc. (the “Company”) approved,
effective immediately, an increase in
the size of the Board from six directors to seven
directors and appointed Terry Coelho, age 60, to serve as a member
of the Board to fill the newly-created vacancy. Ms. Coelho will
hold this position until the next annual meeting of the
Company’s stockholders or until her successor is elected and
qualified, subject to her earlier resignation or removal. Ms.
Coelho will also serve as a member of the Audit Committee and the
Compensation Committee of the Board.
Ms.
Coelho is the Executive Vice President and Chief Financial Officer
of BioDelivery Sciences International, Inc. (“BDSI”)
(NASDAQ: BDSI) and has more than 30 years of financial and
operational experience. Ms. Coelho previously served as the Chief
Financial Officer and Treasurer of BDSI since January 2019. Prior
to joining BDSI, Ms. Coelho served as Chief Financial Officer and
Treasurer at Balchem Corporation (NASDAQ: BCPC) from October 2017
to October 2018. From September 2017 to October 2017, she served as
Chief Operating Officer for Diversey, Inc., a multi-billion dollar
global private equity carve-out from Sealed Air Corporation, and
held senior finance positions at Diversey Care from October 2014
through August 2017, including as Chief Financial Officer for
Diversey Care. Ms. Coelho has also served in senior finance
leadership roles at Novartis from 2007 to 2014. Ms. Coelho earned
an MBA in Finance from IBMEC in Brazil and a Bachelor of Arts
degree in both Economics and International Relations, summa cum
laude, from The American University School of International
Service. Ms. Coelho was selected as a director due to her financial
background and experience as a senior financial officer of public
companies.
Ms.
Coelho will receive an annual cash retainer fee of $60,000
(pro-rated for the current year) and payment for her services as a
member of the Audit Committee and Compensation Committee of the
Board in accordance with the Company’s standard non-employee
director compensation plan.
There
are no transactions between Ms. Coelho and the Company that would
be reportable under Item 404(a) of Regulation S-K.
Item 7.01.
Regulation FD Disclosure.
On
August 16, 2021, the Company issued a press release announcing the
matters described above and is attached hereto as Exhibit 99.1. The
information in this Current Report on Form 8-K under Item 7.01,
including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not
be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by a specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibit No.
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Description
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Press Release of the Company, dated August 16, 2021.
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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.
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August
16, 2021
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AzurRx BioPharma, Inc.
By:
/s/ Daniel
Schneiderman
Name:
Daniel Schneiderman
Title:
Chief Financial Officer
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Exhibit 99.1
AzurRx BioPharma Announces Appointment of Terry Coelho to its Board
of Directors
AzurRx expands Board of Directors to seven members with new
appointment
BOCA RATON, Fla., August 16, 2021 (GLOBE NEWSWIRE) -- AzurRx
BioPharma, Inc. (“AzurRx” or the “Company”)
(NASDAQ:
AZRX), a company
specializing in the development of targeted non-systemic, therapies
for gastrointestinal (GI) diseases, today announced the
appointment of Terry Coelho to its Board of Directors effective
immediately. The appointment increases the size of AzurRx’s
Board to seven members.
Ms. Coelho currently serves as the Executive Vice President and
Chief Financial Officer at BioDelivery Sciences International, Inc.
(NASDAQ: BDSI), a commercial-stage specialty pharmaceutical
company. During her more than 30-year career, Ms. Coelho has held
numerous senior level financial and operational positions at both
emerging and publicly-traded, global
companies, highlighted by tenures with leading global organizations
including Novartis Pharmaceuticals, Mars, Incorporated, Sealed Air
Corporation, and Diversey, Inc.
“Adding an individual of Terry’s talent and extensive
executive experience to AzurRx’s Board of Directors is
an achievement for our company and our shareholders,” said
James Sapirstein, Chairman, President and CEO of AzurRx.
“Terry brings to AzurRx unrivaled financial and operational
experience, which will be critical to our growth and long-term
success. On behalf of the Board, I am pleased to welcome Terry to
AzurRx and look forward to benefitting from her knowledge and
expertise.”
Ms. Coelho joined BioDelivery Sciences in January 2019 and
previously served as the Chief Financial Officer and Treasurer.
Prior to her tenure at BioDelivery Sciences, Ms. Coelho served as
Chief Financial Officer and Treasurer at Balchem Corporation
(NASDAQ: BCPC) from October 2017 to October 2018. From September
2017 to October 2017, she served as Chief Operating Officer for
Diversey, Inc., a multibillion-dollar global private equity
carve-out from Sealed Air, and held senior finance positions at
Diversey Care from October 2014 through August 2017, including as
Chief Financial Officer for Diversey Care. Ms. Coelho has also
served in other senior finance leadership roles, including Global
Head of Oncology Development Finance at Novartis from 2007 to 2014.
Ms. Coelho earned an MBA in Finance from IBMEC in Brazil and
Bachelor of Arts degrees in Economics and International Relations,
summa cum laude, from The American University School of
International Service in Washington, DC. She has led Women’s
Networking ERGs and is a founding Steering Committee Member of the
CFO Leadership Council – Charlotte chapter.
“I am honored to be joining the Board of AzurRx
BioPharma,” said Ms. Coelho. “My goal is to utilize my
extensive financial background in both pharma and other industries
to help AzurRx achieve its full growth potential. Both shareholders
and patients have the opportunity to benefit from what I believe to
be important therapeutic advancements being developed by AzurRx for
the treatment of COVID-19 related GI disease, Immune
Checkpoint Inhibitor-associated colitis, and exocrine pancreatic
insufficiency.”
About AzurRx BioPharma, Inc.
AzurRx BioPharma, Inc. (NASDAQ: AZRX) is a clinical stage
biopharmaceutical company specializing in the development of
targeted, non-systemic therapies for gastrointestinal (GI)
diseases. The Company has a pipeline of two gut-restricted GI
assets in three clinical indications. The lead therapeutic
candidate is MS1819, a recombinant lipase for the treatment of
exocrine pancreatic insufficiency (EPI) in patients with cystic
fibrosis and chronic pancreatitis. AzurRx is also advancing two
clinical programs using proprietary formulations of niclosamide, a
small molecule with anti-viral and anti-inflammatory properties:
FW-1022, for COVID-19 gastrointestinal infections and FW-420, for
Grade 1 and Grade 2 Immune Checkpoint Inhibitor-associated colitis
and diarrhea in advanced stage oncology patients. The Company is
headquartered in Boca Raton, Florida with clinical operations in
Hayward, California. For more information
visit www.azurrx.com.
Forward-Looking Statement
This press release may contain certain statements relating to
future results which are forward-looking statements. These
statements are not historical facts, but instead represent only the
Company’s belief regarding future events, many of which, by
their nature, are inherently uncertain and outside of the
Company’s control. It is possible that the Company’s
actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition
indicated in these forward-looking statements, depending on factors
including risks and uncertainties related to market conditions;
whether results obtained in preclinical and nonclinical studies and
clinical trials will be indicative of results obtained in future
clinical trials; whether preliminary or interim results from a
clinical trial will be indicative of the final results of the
trial; the size of the potential markets for the Company’s
drug candidates and its ability to service those markets; and the
Company’s current and future capital requirements and its
ability to raise additional funds to satisfy its capital needs.
Additional information concerning the Company and its business,
including a discussion of factors that could materially affect the
Company’s financial results are contained in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2020, under the heading “Risk
Factors,” as well as the Company’s subsequent
filings with the Securities and Exchange Commission. All
forward-looking statements included in this press release are made
only as of the date of this press release, and we do not undertake
any obligation to publicly update or correct any forward-looking
statements to reflect events or circumstances that subsequently
occur or of which we hereafter become aware.
For more information:
AzurRx BioPharma, Inc.
777
Yamato Road, Suite 502
Boca
Raton, FL 33431
Phone:
(561) 589-7020
info@azurrx.com
Media contact:
Tiberend Strategic
Advisors, Inc.
Johanna
Bennett / David Schemelia
(212)
375-2665 / (609)
468-9325
jbennett@tiberend.com / dschemelia@tiberend.com