Filing Details
- Accession Number:
- 0001654954-20-000885
- Form Type:
- 13D Filing
- Publication Date:
- 2020-01-29 14:03:55
- Filed By:
- Ross Edmund Burke Jr.
- Company:
- Entero Therapeutics Inc. (NASDAQ:ENTO)
- Filing Date:
- 2020-01-29
- 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 | 2,677,371 | 0 | 2,677,371 | 0 | 2,677,371 | 9.99% |
| EBR Ventures | 0 | 0 | 0 | 0 | 1,954,339 | 6.97% |
| ADEC Private Equity Investments | 0 | 0 | 0 | 0 | 1,676,009 | 6.1% |
Filing
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D/A
(Amendment
No. 3)*
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
3, 2020
(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 | 2,677,371(1) |
| BENEFICIALLY | 6 | SHARED VOTING
POWER | 0 |
| OWNED BY EACH REPORTING | 7 | SOLE DISPOSITIVE
POWER | 2,677,371(1) |
| REPORTING PERSON
WITH | 8 | SHARED DISPOSITIVE
POWER | 0 |
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,677,371(1)
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%(1)(2)
12
TYPE OF REPORTING PERSON
IN
(1)
The
Reporting Persons hold in the aggregate 1,750,813 shares of Common
Stock, warrants to purchase an aggregate of 1,106,339 shares of
Common Stock and a 9% Note (as defined herein) convertible into
773,196 shares of Common Stock, which 9% Note and 386,596 of such
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, representing 2,677,371 shares of Common
Stock.
(2)
Based
on 26,800,519 shares of common stock (“Common Stock”)
outstanding.
| CUSIP No.
05502L105 | 13D/A |
1
NAMES OF REPORTING
PERSONS
EBR Ventures, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
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 |
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,954,339
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
6.97% (1)
12
TYPE OF
REPORTING PERSON
OO
(1)
Represents 719,545
shares of Common Stock, 461,598 shares of Common Stock issuable
upon exercise of warrants and 773,196 shares of Common Stock
issuable upon Conversion of the 9% Notes (as defined herein). Based
on 26,8000,519 shares of Common Stock outstanding.
| CUSIP No.
05502L105 | 13D/A |
1
NAMES OF REPORTING
PERSONS
ADEC Private Equity Investments,
LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
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 |
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,676,009
10
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1% (1)
12
TYPE OF
REPORTING PERSON
OO
(1)
Represents
1,031,268 shares of Common Stock and 644,741 shares of Common Stock
issuable upon exercise of warrants. Based on 26,800,519 shares of
Common Stock
|
Item 1. |
Security and Issuer |
This
Amendment No. 3 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:
On
January 3, 2020, EBR Ventures, LLC purchased $750,000 of 9% Senior
Convertible Promissory Notes (the “9% Note”),
convertible into 773,196 shares of Common Stock and warrants to
purchase 386,598 shares of Common Stock (the
“Warrants”). The 9% Note has a maturity date that is
nine months from the date of issuance, accrues interest at a rate
of 9% per annum, and is convertible, at the option of the holder,
into shares of the Company’s Common Stock at a price of $0.97
per share, and the Warrants have an exercise price of $1.07 per
share and expire five years from the date of issuance. The 9% Note
and the Warrants include a beneficial ownership blocker that limits
the conversion and/or exercise of the 9% Notes and the Warrants
capping the beneficial ownership of the Reporting Persons at 9.99%
of the outstanding Common Stock of the Issuer. The securities
reported in this statement were acquired with funds provided from
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 January 3, 2020, the Reporting Persons
beneficially owned in the aggregate 3,630,348 shares of Common
Stock, constituting approximately 12.66% of the outstanding Common
Stock; provided, however, in light of the beneficial ownership
blocker contained in the 9% Note and the Warrants, the Reporting
Persons beneficial ownership is capped at 9.99%. 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. | 3,630,348 | (1) | 12.66% |
| EBR Ventures,
LLC | 1,954,339 | (2) | 6.97% |
| ADEC Private Equity
Investments, LLC | 1,676,009 | (2) | 6.1% |
| (1) | Includes
warrants to purchase 1,106,339 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) and warrants to
purchase 386,598 shares of Common Stock are owned by EBR Ventures,
LLC, and warrants to purchase 644,741 shares of Common Stock are
owned by ADEC Private Equity Investments, LLC. The amount also
includes 773,196 shares of Common Stock issuable upon conversion of
the 9% Notes. |
| (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 3,630,348 shares
of Common Stock, subject to the 9.99% beneficial ownership blocker
contained in the 9% Notes and the Warrants. 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 3,630,348 shares of Common Stock, constituting
approximately 12.66% of the outstanding shares of Common Stock, not
accounting for the beneficial ownership blocker that limits the
Reporting Persons beneficial ownership to 9.99%.
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 26,800,519
shares of Common Stock outstanding.
In
addition to transactions already reported, as of January 2, 2020,
each of the previously reported 10% Convertible Note Due 2019 and
10% Convertible Note Due 2020, each of which were convertible into
400,000 shares of Common Stock upon conversion of such notes, were
fully paid by the Issuer prior to any conversion and, accordingly,
such notes were cancelled.
(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:
January 29, 2020
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 | |