Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 14, 2022, following the approval of Proposal 2 reported in Item 5.07 below, First Wave BioPharma, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a certificate of amendment (the "Certificate of Amendment") to its certificate of incorporation, as amended and restated (the "Charter"), increasing the total number of authorized shares of common stock, par value $0.0001 per share (the "Common Stock"), to 50,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 14, 2022, the Company held an annual meeting of stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting were the following proposals: (1) the election of directors, (2) the approval to amend the Charter to increase the total number of authorized shares of Common Stock by 25,000,000 shares to 50,000,000 shares, (3) the ratification of the appointment of Mazars USA LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2021 and (4) the approval of the adjournment of the Annual Meeting to the extent there are insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals

At the Annual Meeting, all four of the foregoing stockholder proposals were approved, based upon an aggregate of 12,460,848 shares of Common Stock outstanding as of November 9, 2021, which was the record date for the Annual Meeting. The final voting results were as follows:

1. The election of each of James Sapirstein, Edward J. Borkowski, Charles J.


   Casamento, Alastair Riddell, Gregory Oakes and Terry Coelho as directors to
   hold office for a term of one year, until his or her successor is duly elected
   and qualified or he or she is otherwise unable to complete his or her term.

The votes were cast for this matter as follows:



      Nominees         Votes For   Votes Withheld   Broker Non-Votes
James Sapirstein       4,696,139      596,620          2,245,623
Edward J. Borkowski    4,642,213      650,546          2,245,623
Charles J. Casamento   4,560,876      731,883          2,245,623
Alastair Riddell       4,754,585      538,174          2,245,623
Gregory Oakes          4,761,599      531,160          2,245,623
Terry Coelho           4,767,569      525,190          2,245,623

2. The proposal to approve the Certificate of Amendment to increase the total


   number of authorized shares of Common Stock by 25,000,000 shares to 50,000,000
   shares was approved by a majority of the issued and outstanding shares
   entitled to vote, based upon the following votes:



Votes For   Votes Against   Abstentions
6,359,895     1,116,860       61,627

3. The proposal to ratify the appointment of Mazars USA LLP as the Company's


   independent registered public accounting firm for the Company's fiscal year
   ending December 31, 2021 was approved by a majority of votes cast, based upon
   the following votes:



Votes For   Votes Against   Abstentions
7,100,244      251,609        186,529

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4. The proposal to approve the adjournment of the Annual Meeting to the extent


   that there are insufficient proxies at the Annual Meeting to approve any one
   or more of the foregoing proposals was approved by a majority of votes cast,
   based upon the following votes:



Votes For   Votes Against   Abstentions   Broker Non-Votes
4,685,960      503,233        103,566        2,245,623

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit No. Description

  3.1       Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation of First Wave BioPharma, Inc.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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