AzurRx BioPharma, Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$AZRX
Major Pharmaceuticals
Health Care
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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