Item 1.01 Entry into a Definitive Material Agreement.
License Agreement with
On
In consideration of the license and other rights granted by First Wave, AzurRx
will pay First Wave a
The Company is now solely responsible, and has agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to the Products in the ICI-AC and COVID fields. The Company may sublicense its rights under the License Agreement and, if it does so, will be obligated to pay milestone payments and royalties to First Wave based on the sublicensee's development and commercialization of the Licensed Products.
Pursuant to the License Agreement, First Wave retains rights to develop and
commercialize the licensed niclosamide formulations outside the ICI-AC and COVID
fields, and to develop and commercialize other niclosamide formulations that are
not licensed to Company. However, if prior to
The License Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such product in such country. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable country and ends on date of expiration of the last to expire royalty term with respect to the country. The License Agreement may be terminated earlier in specified situations, including termination for uncured material breach of the License Agreement by either party, termination by AzurRx in specified circumstances, termination by First Wave in specified circumstances, termination by AzurRx for convenience with advance notice, and termination upon a party's insolvency or bankruptcy. After expiration of the royalty term, AzurRx shall have a non-exclusive, fully-paid, perpetual, royalty-free right and irrevocable license with respect to any Product in any country within the Territory.
In certain circumstances set forth in the License Agreement, in the event that First Wave seeks to outlicense, sell or otherwise grant to a third party rights relating to its proprietary formulations of niclosamide (or any products containing niclosamide) for use outside the ICI-AC and the COVID field, then First Wave must provide the Company written notice and engage in good faith negotiations with the Company for a period of time to try to reach agreement on the terms of an acquisition of First Wave by the Company. In the event that First Wave and the Company fail to reach an agreement, then First Wave shall be free to negotiate a transaction, and the right of first refusal shall be of no further force or effect.
The License Agreement also contains customary representations, warranties and covenants by both parties, as well as customary provisions relating to indemnification, confidentiality and other matters.
A copy of the License Agreement will be filed as an exhibit in an amendment to this Current Report on Form 8-K or in a subsequent periodic report to be filed . . .
Item 3.02 Unregistered Sales of
The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the Series C Preferred Stock, the Warrants, and the Placement Agent Warrants and any related shares of Common Stock was made pursuant to Section 4(a)(2) of the Securities Act, and the rules promulgated thereunder, to accredited investors.
Item 7.01. Regulation FD Disclosure
Press Releases
On
Conference Call Instructions
On
Interested participants and investors may access this conference call by dialing 877-407-0784 (domestic) or 201-689-8560 (international) fifteen minutes before the conference call begins and reference the conference passcode 13714501. The live conference call can be accessed via audio webcast at http://public.viavid.com/index.php?id=142841.
A replay of the call will be available on the "Investor Relations" section of the Company's website (www.azurrx.com).
The information in this Item 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall such information or Exhibits 99.1 or 99.2 be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events Corporate Presentation
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
4.1 Form of Pre-Funded Warrant 4.2 Form of Private Placement Warrant 10.1 Form of Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release datedJanuary 4, 2021 99.2 Press Release datedJanuary 4, 2021 99.3 Corporate Presentation
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
The Company plans to file with the
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies with respect to the Stockholder
Approval. Additional information regarding interests of such participants is
included in the Company's definitive proxy statement for its 2020 Annual Meeting
of Stockholders, which was filed with the
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