8-K Form - Current report, items 5.02, 8.01, and 9.01 - AzurRx BioPharma, Inc. (0001604191) (Filer)

8-K1azrx8k_oct82019.htmCURRENT REPORTBlueprint

Pursuantto Section 13 or 15(d) of
theSecurities Exchange Act of 1934
Date ofReport (Date of earliest event reported): October 8,2019
(Exactname of Registrant as specified in its Charter)
(Stateor Other Jurisdiction of
Incorporationor Organization)
(CommissionFile Number)
760 Parkside Avenue
Downstate Biotechnology Incubator,
Suite 304
Brooklyn, New York
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (646)699-7855
(Name,address, including zip code, and telephone number, including areacode, of agent for service of process)
(FormerName or Former Address, if Changes Since Last Report)
Checkthe appropriate box below if the Form 8-K is intended tosimultaneously satisfy the filing obligation of the registrantunder any of the following provisions):
[] Written communications pursuant to Rule 425 under theSecurities Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under theExchange 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))
Securitiesregistered pursuant to Section 12(b) of the Act:
Title of eachclass
Name of eachexchange on which registered
CommonStock, par value $0.0001 per share
NasdaqCapital Market
Indicateby check mark whether the registrant is an emerging growth companyas defined in Rule 405 of the Securities Act of 1933 (17 CFR230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR 240.12b-2) 
EmergingGrowth Company
If anemerging growth company, indicate by check mark if the registranthas elected not to use the extended transition period for complyingwith any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act   

Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers.
Resignation of Johan (Thijs) M. Spoor as President and ChiefExecutive Officer
OnOctober 8, 2019, Johan M. (Thijs)Spoor resigned from his position as Chief Executive Officerand President of AzurRx BioPharma, Inc. (the “Company”), effectiveimmediately. Mr. Spoor, however, will continue to serve as adirector on the Company’s Board of Directors. Mr.Spoor’s resignation from his executive roles with the Companywas not due to any disagreements with respect to theCompany’s operations, policies or practices.
Appointment of James Sapirstein as President and Chief ExecutiveOfficer
OnOctober 8, 2019, James Sapirstein was appointed as the Presidentand Chief Executive Officer of the Company and to serve as a memberof the Company’s Board of Directors. 
Mr. Sapirstein, age58, hasclose to 36 years of pharmaceutical industry experience which spansareas such as drug development and commercialization, includingparticipation in 23 product launches, six of which were globallaunches that he led. Prior to joining the Company, Mr. Sapirsteinserved as chief executive officer and board member for ContraVirPharmaceuticals, Inc. (now known as Hepion Pharmaceuticals, Inc.)from March 2014 to October 2018. Prior to ContraVir, Mr. Sapirsteinwas chief executive officer of Alliqua Therapeutics from October2012 to February 2014, founding chief executive officer of TobiraTherapeutics from October 2006 to April 2011, and executive vicepresident, metabolic and endocrinology for Serono Laboratories fromJune 2002 until May 2005. Mr. Sapirstein’s earlier careerincluded a number of senior level positions in the area ofmarketing and commercialization, including global marketing teamlead for Viread (tenofovir) while at Gilead Sciences and directorof international marketing of the infectious disease division atBristol Myers Squibb. Mr. Sapirstein is currently the ChairmanEmeritus of BioNJ, the New Jersey affiliate of the BiotechnologyInnovation Organization, and also serves on the emerging companiesand health section boards of Biotechnology Innovation Organization.Mr. Sapirstein earned a bachelor’s degree in pharmacy fromRutgers University and holds an MBA degree in management fromFairleigh Dickinson University.
Inconnection with Mr. Sapirstein's appointment, the Company and Mr.Sapirstein entered into an employment agreement (the“Agreement”),a copy of which is attached to this Current Report on Form 8-K asExhibit 10.1. Pursuant to the Agreement, Mr. Sapirstein shall (i)serve as the Company’s Chief Executive Officer and PrincipalExecutive Officer for a term of three years commencing on October8, 2019 (the “EffectiveDate”), subject tofurther renewal upon agreement of the parties; (ii) be subject to anon-competition requirement for twelve months after histermination; (iii) be subject to a non-solicitation requirement fortwelve months after his termination; and (iv) be entitled toreceive the following compensation for his services: (a) a basesalary of $450,000 per year (“BaseSalary”), (b) an annualbonus of up to 40% of Mr. Sapirstein’s Base Salary, based oncertain milestones that are yet to be determined, (c) 1% of netlicense fees received by the Company upon entering into licenseagreements with any third party with respect to any productcurrently in development or upon the sale of all or substantiallyall of the assets of the Company, (d) a grant of 200,000 restrictedshares of the Company’s common stock, par value $0.001 pershare (“CommonStock”), which shallvest (z) 100,000 upon the first commercial sale in the UnitedStates of MS1819 and (y) 100,000 shares upon the total marketcapitalization of the Company exceeding $1.0 billion for 20consecutive trading days, (e) a grant of 300,000 10-year stockoptions to purchase shares of the Company’s Common Stock,which shall vest (zz) 50,000 upon the Company initiating its nextPhase II clinical trial in the United States for MS1819, (yy)50,000 upon the Company completing its next Phase II clinical trialin the United States for MS1819, (xx) 100,000 upon the Companyinitiating a Phase III clinical trial in the United States forMS1819 and (ww) 100,000 upon the Company initiating a Phase Iclinical trial in the United States for any product other thanMS1819, (f) 20 days of paid vacation, (g) participate in fullemployee health benefits, and (h) reimbursement for all reasonableexpenses incurred in connection with his services to theCompany.
In the event Mr. Sapirstein’s employment is terminated by theCompany for Cause, as defined in the Agreement, or by Mr.Sapirstein voluntarily, then Mr. Sapirstein shall not be entitledto receive any payments beyond amounts already earned, and anyun-vested equity awards will terminate. In the event Mr.Sapirstein’s employment is terminated as a result of anInvoluntary Termination Other than for Cause, as defined in theAgreement, Mr. Sapirstein shall be entitled to receive thefollowing compensation: (i) severance in the form of continuationof his salary (at the Base Salary rate in effect at the time oftermination, but prior to any reduction triggering Good Reason) fora period of twelve (12) months following the termination date; (ii)payment of Executive’s premiums to cover COBRA for a periodof twelve (12) months following the termination date; and (iii) aprorated annual bonus.
Mr.Sapirstein and the Company have not engaged in any related partytransaction.  Mr. Sapirstein has no family relationships withany director or executive officer of the Company, or personsnominated or chosen by the Company to become directors or executiveofficers. There are no other arrangements or understandings withMr. Sapirstein with respect to his appointment as Chief ExecutiveOfficer. 
Theforegoing description of the Agreement does not purport to becomplete, and is qualified in its entirety by reference to thesame, attached to this Current Report on Form 8-K as Exhibits10.1, and incorporated by reference herein.
Resignation of Maged Shenouda from the Board ofDirectors
OnOctober 8, 2019, Maged Shenouda resigned from the Company’sBoard of Directors. Mr. Shenouda will continue to serve as theCompany’s Chief Financial Officer.
Item 8.01 Other Events.
OnOctober 10, 2019, the Company issued a press release announcing Mr.Sapirstein’s appointment. A copy of the press release isattached hereto as Exhibit 99.1.
Item 9.01. Financial Statements andExhibits.
SeeExhibit Index.
Exhibit Index
Exhibit Number
EmploymentAgreement by and between AzurRx BioPharma, Inc. and JamesSapirstein, dated October 8, 2019.
PressRelease issued by AzurRx BioPharma, Inc., dated October 10,2019.
Pursuantto the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this Report to be signed on its behalfby the undersigned hereunto duly authorized.
AzurRx BioPharma, Inc.
Date:October 11, 2019
/s/Maged Shenouda
Name: Maged Shenouda
Title: Chief Financial Officer


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