UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
SCHEDULE 13D/A
(Amendment No.
5)*
INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE
13d-2(b)
Under the
Securities Exchange Act of 1934
AzurRx
BioPharma, Inc.
(Name of
Issuer)
Common
Stock
(Title of Class of
Securities)
05502L105
(CUSIP Number)
January 12,
2021
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ]
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover
page.
The information required in the
remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP No.
05502L105
|
13D/A
|
1
NAMES OF REPORTING
PERSONS
Edmund Burke Ross Jr.
2
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
3
SEC USE
ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
3,096,571 (1) |
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
3,096,571 (1) |
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
3,096,571 (1)
☐
5.89% (1)(2)
IN
(1)
The Reporting Persons hold in the
aggregate warrants to purchase an aggregate of 3,068,080 shares of
Common Stock and Series C Preferred Stock convertible into 28,491
shares of Common Stock, which Series C Preferred Stock and warrants
contain a beneficial ownership blocker that limits the conversion
and/or exercise of such securities to cap the beneficial ownership
of the Reporting Persons at 9.99% of the outstanding Common Stock
of the Issuer.
(2)
Based on 49,437,054 shares of
common stock (“Common
Stock”) outstanding.
|
CUSIP No.
05502L105
|
13D/A
|
EBR Ventures, LLC
(a)
☐
(b) ☐
Delaware
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
0
|
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
2,290,580
☐
4.43% (1)
OO
(1)
Represents 2,262,809 shares of
Common Stock issuable upon exercise of warrants and 28,491 shares
of Common Stock issuable upon Conversion of the Series C Preferred
Stock which Series C Preferred Stock and warrants contain a
beneficial ownership blocker that limits the conversion and/or
exercise of such securities to cap the beneficial ownership of the
Reporting Persons at 9.99% of the outstanding Common Stock of the
Issuer. Based on 49,437,054 shares of Common Stock
outstanding.
|
CUSIP No.
05502L105
|
13D/A
|
ADEC Private Equity Investments,
LLC
(a) ☐
(b)
☐
Delaware
|
NUMBER
OF SHARES
|
5
|
SOLE VOTING
POWER
|
0
|
|
BENEFICIALLY
OWNED
|
6
|
SHARED VOTING
POWER
|
0
|
|
BY
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE
POWER
|
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
805,991
☐
1.60% (1)
OO
(1)
Represents 805,991 shares of Common
Stock issuable upon exercise of warrants. Based on 49,437,054
shares of Common Stock outstanding.
Item 1.
Security and
Issuer
This Amendment No. 5 amends the
statement on Schedule 13D originally filed with the U.S. Securities
and Exchange Commission on June 13, 2017 (together with all
amendments through the date hereof, this “Schedule 13D”). This Schedule 13D
relates to shares of common stock, $0.0001 par value per share (the
“Common
Stock”), of AzurRx BioPharma, Inc., a Delaware
corporation (the “Issuer”), whose principal
executive offices are located at 760 Park Side Avenue,
Downstate Biotechnology Incubator, Suite 304, Brooklyn, NY
11226.
Item 3.
Source and
Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is
hereby amended and restated as follows:
On January 12, 2021, EBR Ventures,
LLC (“EBR”) sold 207,336 shares of Common Stock. In
addition, ADEC Private Equity Investments, LLC (“ADEC”)
sold 278,899 shares of Common Stock. On January 21, 2021, EBR sold
its remaining 512,209 shares of Common Stock and ADEC sold its
remaining 1,417,369 shares of Common Stock. Furthermore, on
January 21, 2021, in connection with the Issuer's offer, EBR
exchanged all of its then outstanding Series B Preferred Stock into
1,096.883 shares of Series C Preferred Stock and warrants to
purchase 1,096,883 shares of Common
Stock having an exercise price of $0.80 per share
(“Series C Warrants”). Upon such exchange, of the
1,096.883 Series C Preferred Stock issued, 1,068.392 immediately
converted into 1,063,392 shares of Common Stock and were
immediately sold by EBR. Accordingly, as of January 21, 2021,
following and pertaining to the transactions described above, EBR
held no shares of Series B Preferred Stock, 28.491 shares of Series
C Preferred Stock and warrants to purchase 1,096,883 shares of
Common Stock, in addition to the warrants to purchase 1,165,206
shares of Common Stock held prior to such
date.
Item 4.
Purpose of
Transaction
Item 4 of the Schedule 13D is
hereby amended and restated as follows:
The Reporting Persons purchased the
securities reported in this statement for investment purposes. The
Reporting Persons do not have any current plans, proposals or
negotiations that relate to or would result in any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons review their investments on a continuing
basis. Depending on various factors including, without limitation,
the Issuer’s financial position, the price levels of the
shares of Common Stock, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons
may, in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional shares of Common Stock,
selling shares of Common Stock, engaging in short selling of or any
hedging or similar transaction with respect to the Common Stock,
taking any other action with respect to the Issuer or any of its
securities in any manner permitted by law or changing its intention
with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4.
Item 5.
Interest in
Securities of the Issuer
Item 5 of the Schedule 13D is
hereby amended and restated as follows:
(a), (b), and (c) As of January 21,
2021, the Reporting Persons beneficially owned in the aggregate
3,096,571 shares of Common Stock, constituting approximately 5.89%
of the outstanding Common Stock. The following table sets forth
certain information, not accounting for the beneficial ownership
blocker, with respect to shares of Common Stock directly
beneficially owned by the Reporting Persons listed
below:
|
Name
|
Number
of
Shares
of
Common
Stock
|
|
Percentage of
Outstanding
Common
Stock
|
|
Edmund Burke Ross
Jr.
|
3,096,571
|
(1)
|
5.89%
|
|
EBR Ventures,
LLC
|
2,290,580
|
(2)
|
4.43%
|
|
ADEC Private Equity Investments,
LLC
|
805,991
|
(2)
|
1.60%
|
(1)
Includes warrants to purchase
2,262,089 shares of Common Stock beneficially owned by Mr. Ross, of
which 100,000 warrants to purchase 75,000 shares of Common Stock
(3/4 of a share per warrant), warrants to purchase 386,598 shares
of Common Stock, 1,096,883 Series C Warrants, 510,309 Series B
Warrants and 193,299 Exchange Warrants are owned by EBR Ventures,
LLC, and warrants to purchase 805,991 shares of Common Stock are
owned by ADEC Private Equity Investments, LLC. The amount also
includes 28,491 shares of Common Stock issuable upon conversion of
the Series C Preferred Stock.
(2)
Includes warrants to purchase
shares of common stock in amount specified in footnote
(1).
Mr. Ross is the manager of EBR
Ventures, LLC and ADEC Private Equity Investments, LLC and,
accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the Common
Stock that EBR Ventures, LLC and ADEC Private Equity Investments,
LLC own. Mr. Ross has the sole power to vote or direct the vote or
to dispose of 3,096,571 shares of Common Stock. None of EBR
Ventures, LLC and ADEC Private Equity Investments, LLC have power
to vote or direct the vote or to dispose any shares of Common
Stock.
Beneficial ownership of the Common
Stock shown on the cover pages of and set forth elsewhere in this
statement for each of the Reporting Persons assumes that they have
not formed a group for purposes of Section 13(d)(3) under the
Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the
several Reporting Persons were deemed to have formed a group for
purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would
be deemed to own beneficially (and may be deemed to have shared
voting and dispositive power over) in the aggregate 3,096,571
shares of Common Stock, constituting approximately 5.89% of the
outstanding shares of Common Stock.
The filing of this Schedule 13D and
any future amendment by the Reporting Persons, and the inclusion of
information herein and therein with respect to Mr. Ross, EBR
Ventures, LLC, and ADEC Private Equity Investments, LLC, shall not
be considered an admission that any of such persons, for the
purpose of Section 16(b) of the Exchange Act, are the beneficial
owners of any shares in which such persons do, not have a pecuniary
interest. Mr. Ross holds sole voting and dispositive power over the
shares of common stock and each of ADEC Private Equity Investments,
LLC, and EBR Ventures, LLC, disclaims beneficial ownership of such
securities and securities underlying the warrants, except to the
extent of their respective pecuniary interest therein, if any, and
this report shall not be deemed to be an admission that any of ADEC
Private Equity Investments, LLC and EBR Ventures, LLC, is the
beneficial owner of such securities for the purposes of Section 16
of the Securities Exchange Act of 1934, as amended, or for any
other purpose.
The percentage of shares of Common
Stock reported as being beneficially owned by the Reporting
Persons, subject is based on 49,437,054 shares of Common Stock
outstanding.
(d) and (e) Not
applicable.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and
correct.
Dated: February 10,
2021
EDMUND BURKE
ROSS, JR.
|
By:
|
/s/ Edmund Burke Ross, Jr. for
himself, as manager of ADEC Private Equity Investments, LLC, and as
manager of EBR Ventures, LLC
|
|
|
Name:
|
Edmund Burke Ross,
Jr.
|
|
|
Title:
|
Manager
|
|