Filing Details
- Accession Number:
- 0001654954-19-002000
- Form Type:
- 13D Filing
- Publication Date:
- 2019-02-26 17:00:29
- Filed By:
- Ross Edmund Burke Jr.
- Company:
- Entero Therapeutics Inc. (NASDAQ:ENTO)
- Filing Date:
- 2019-02-26
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Edmund Burke Ross Jr | 3,340,555 | 0 | 3,340,555 | 0 | 3,340,555 | 18.1% |
| EBR Ventures | 0 | 0 | 0 | 0 | 794,545 | 4.7% |
| ADEC Private Equity Investments | 0 | 0 | 0 | 0 | 2,476,009 | 13.5% |
| CEDA Investments | 0 | 0 | 0 | 0 | 70,001 | 0.4% |
Filing
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D/A
(Amendment
No. 2)*
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)
February
14, 2019
(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 |
3,340,555 |
| BENEFICIALLY | 6 | SHARED
VOTING POWER | 0 |
|
OWNED BY EACH
REPORTING | 7 | SOLE
DISPOSITIVE POWER | 3,340,555 |
| REPORTING
PERSON WITH | 8 | SHARED
DISPOSITIVE POWER | 0 |
3,340,555
☐
18.1%(1)
IN
(1)
Based on 16,940,462 shares of common stock
(“Common
Stock”) outstanding as
of November 9, 2018, as reported in the Issuer’s Quarterly
Report on Form 10-Q (the “Form 10-Q”), filed on November 9,
2018.
|
CUSIP No. 05502L105 | 13D/A |
EBR Ventures, LLC
(a)
☐
(b)
☐
Delaware
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER | 0 |
| BENEFICIALLY | 6 | SHARED
VOTING POWER | 0 |
|
OWNED BY EACH
REPORTING | 7 | SOLE
DISPOSITIVE POWER | 0 |
| REPORTING
PERSON WITH | 8 | SHARED
DISPOSITIVE POWER | 0 |
794,545
☐
4.7% (1)
OO
(1)
Based on 16,940,462
shares of Common Stock outstanding as of November 9, 2018, as
reported in the Form 10-Q.
|
CUSIP No. 05502L105 | 13D/A |
ADEC Private Equity Investments,
LLC
(a) ☐
(b) ☐
Delaware
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER | 0 |
| BENEFICIALLY | 6 | SHARED
VOTING POWER | 0 |
|
OWNED BY EACH
REPORTING | 7 | SOLE
DISPOSITIVE POWER | 0 |
| REPORTING
PERSON WITH | 8 | SHARED
DISPOSITIVE POWER | 0 |
2,476,009
☐
13.5% (1)
OO
(1)
Based on 16,940,462
shares of Common Stock outstanding as of November 9, 2018, as
reported in the Form 10-Q.
|
CUSIP No. 05502L105 | 13D/A |
CEDA Investments, LLC
(a)
☐
(b)
☐
Delaware
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER | 0 |
| BENEFICIALLY | 6 | SHARED
VOTING POWER | 0 |
|
OWNED BY EACH
REPORTING | 7 | SOLE
DISPOSITIVE POWER | 0 |
| REPORTING
PERSON WITH | 8 | SHARED
DISPOSITIVE POWER | 0 |
70,001
☐
0.4% (1)
OO
(1)
Based on 16,940,462
shares of Common Stock outstanding as of November 9, 2018, as
reported in the Form 10-Q.
Item
1. Security
and Issuer
This
Amendment No. 2 amendments 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:
The
securities reported in this statement were acquired with funds
provided form working capital of the Reporting Persons who directly
beneficially own such securities.
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 February 20, 2019, the Reporting Persons
beneficially owned in the aggregate 3,340,555 shares of Common
Stock, constituting approximately 18.1% of the outstanding Common
Stock. The following table sets forth certain information 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. | 3,340,555 | (1) | 18.1% |
| EBR Ventures,
LLC | 794,545 | (2) | 4.7% |
| ADEC Private Equity
Investments, LLC | 2,476,009 | (2) | 13.5% |
| CEDA Investments,
LLC | 70,001 | (2) | 0.4% |
| (1) | Includes
warrants to purchase 741,170 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) are owned by
EBR Ventures, LLC, warrants to purchase 644,741 shares of Common
Stock are owned by ADEC Private Equity Investments, LLC, and
warrants to purchase 21,429 shares of Common Stock are owned by
CEDA Investments, LLC. Also includes 400,000 shares of Common Stock
issuable upon conversion of the principal amount of the 10%
Convertible Note Due 2019 at the initial conversion price of the
convertible note, and 400,000 shares of Common Stock issuable upon
conversion of the principal amount of the 10% Convertible Note Due
2020 at the initial conversion price of the convertible
note. |
| (2) | Includes
warrants to purchase shares of common stock in amount specified in
footnote (1). |
Mr.
Ross is the manager of EBR Ventures, LLC, ADEC Private Equity
Investments, LLC, and CEDA 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,
ADEC Private Equity Investments, LLC, and CEDA Investments, LLC
own. Mr. Ross has the sole power to vote or direct the vote or to
dispose of 3,340,555 shares of Common Stock. None of EBR Ventures,
LLC, ADEC Private Equity Investments, LLC, and CEDA Investments
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 3,340,555 shares of Common Stock, constituting
approximately 18.1% 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, ADEC Private
Equity Investments, LLC, and CEDA 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, EBR
Ventures, LLC, and CEDA Investments, 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, EBR
Ventures, LLC, or CEDA Investments, 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 is based on 16,940,462 shares of
Common Stock outstanding as of November 8, 2018, as reported in the
Form 10-Q.
In
addition to transactions already reported, the Reporting Persons
have acquired shares of Common Stock during the last 60 days as
follows:
●
On February 14,
2019, ADEC Private Equity Investments, LLC purchased a $1,000,000
10% Convertible Note Due 2019 and a $1,000,000 10% Convertible Note
due 2020, each of which is convertible in principal amount into
400,000 shares of common stock, based upon the initial conversion
price of $2.50.
(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 26, 2019
| EDMUND
BURKE ROSS, JR. | | |
| By: | /s/ Edmund Burke
Ross, Jr. for himself, as manager of ADEC Private Equity
Investments, LLC, as manager of EBR Ventures, LLC, and as manager
of CEDA Investments, LLC | |
| Name: | Edmund
Burke Ross, Jr. | |
| Title: | Manager | |