4//SEC Filing
BORKOWSKI EDWARD 4
Accession 0001415889-20-001937
CIK 0001604191other
Filed
Jul 19, 8:00 PM ET
Accepted
Jul 20, 9:52 PM ET
Size
15.2 KB
Accession
0001415889-20-001937
Insider Transaction Report
Form 4
BORKOWSKI EDWARD
Director
Transactions
- Award
Exchange Warrants
2020-07-16+25,774→ 25,774 totalExercise: $0.85Exp: 2025-07-16→ Common stock, par value $0.0001 per share (25,774 underlying) - Award
Series B Convertible Preferred Stock
2020-07-16+46.121→ 46.121 totalExercise: $0.77→ Common stock, par value $0.0001 per share (461,205 underlying) - Award
Series B Warrants
2020-07-16+230,602→ 230,602 totalExercise: $0.85Exp: 2025-07-15→ Common stock, par value $0.0001 per share (230,602 underlying) - Disposition to Issuer
9.0% Senior Convertible Promissory Note
2020-07-16−100,000→ 0 totalExercise: $1.07From: 2019-12-20Exp: 2020-09-20→ Common stock, par value $0.0001 per share (93,458 underlying)
Footnotes (8)
- [F1]Each share of Series B Preferred Stock, par value $0.0001 per share (the "Series B Stock"), is convertible, at Mr. Borkowski's option, into common stock, par value $0.0001 per share (the "Common Stock") of AzurRx BioPharma, Inc. (the "Company") at a conversion rate equal to the quotient of (x) its stated value, which is initially $7,700 per share, divided by (y) the conversion price, which is initially of $0.77 per share of Common Stock, subject in each case to specified adjustments for stock splits, cash or stock dividends, reorganizations, reclassifications other similar events as set forth in the Certificate of Designations of the Series B Stock (the "Certificate of Designations"). Each share of Series B Stock also carries a cumulative dividend, accruing daily at a rate of 9.0% per year, payable each June 30 and December 30 arrears, in cash or shares of Series B Stock at the sole option of the Company, as specified in the Certificate of Designations.
- [F2]Mr. Borkowski cannot convert the Series B Stock or exercise the warrants (the "Series B Warrants" or the "Exchange Warrants") until the Company obtains stockholder approval pursuant to Nasdaq Listing Rule 5635(c) and 5635(d) (the "Stockholder Approval").
- [F3]The Series B Stock has no expiration date. However, if the Company has not obtained the Stockholder Approval on or prior to the 90th day following the issuance date of the Series B Stock (the "Approval Deadline"), the Company is required to repurchase the Series B Stock from Mr. Borkowski at a price equal to 150% of its stated value, as adjusted pursuant to the Certificate of Designations, plus accrued and unpaid dividends thereon to the repurchase date.
- [F4]Mr. Borkowski purchased 32.467532 shares of Series B Stock, together with Series B Warrants to purchase 162,338 shares of Common Stock, for cash consideration of $7,700.00 per share of Series B Stock.
- [F5]Mr. Borkowski surrendered to the Company $100,000 in outstanding principle amount of a 9.0% Senior Convertible Promissory Note (the "Promissory Note"), together with $5,128.77 in accrued and unpaid interest thereon, in exchange for 13.653087 shares of Series B Stock, Series B Warrants for 68,265 shares of Common Stock and Exchange Warrants to purchase 25,774 shares of Common Stock.
- [F6]In the event that the Company has not obtained the Stockholder Approval on or prior to the Approval Deadline, Mr. Borkowski shall surrender the Series B Warrants and the Exchange Warrants to the Company for cancellation in connection with the Company's repurchase of the Series B Stock described above.
- [F7]The amount of the Series B Warrants is equal to 50% of the shares of Common Stock into which the Series B Stock is initially convertible.
- [F8]The amount of the Exchange Warrants is equal to 25% of the shares of Common Stock into which such Promissory Note was originally convertible upon the initial issuance thereof.
Documents
Issuer
AzurRx BioPharma, Inc.
CIK 0001604191
Entity typeother
Related Parties
1- filerCIK 0001197542
Filing Metadata
- Form type
- 4
- Filed
- Jul 19, 8:00 PM ET
- Accepted
- Jul 20, 9:52 PM ET
- Size
- 15.2 KB