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

On September 11, 2020, AzurRx BioPharma, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting were: (1) the election of directors, (2) the approval of the issuance of more than 20% of shares of common stock, par value $0.0001 per share (the "Common Stock") pursuant to a private placement (the "Private Placement") and related exchange transaction (the "Exchange"), for purposes of Nasdaq listing Rule 5635(d), (3) the approval of the issuance of shares of Common Stock to certain officers and directors in the Private Placement and the Exchange, for purposes of Nasdaq Listing Rule 5635(c), (4) the approval of the issuance of more than 20% of Common Stock pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), (5) the approval of the AzurRx BioPharma, Inc. 2020 Omnibus Equity Incentive Plan, (6) 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, 2020 and (7) 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. The final voting results were as follows:

1.

The election of each of Edward J. Borkowski, Charles J. Casamento, Alastair Riddell, Vern L. Schramm, James Sapirstein and Gregory Oakes 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
Edward J. Borkowski    8,158,757      4,921,719         9,250,263
Charles J. Casamento   8,937,842      4,142,634         9,250,263
Alastair Riddell       9,631,714      3,448,762         9,250,263
Vern L. Schramm        10,975,291     2,105,185         9,250,263
James Sapirstein       10,539,737     2,540,739         9,250,263
Gregory Oakes          10,609,262     2,471,214         9,250,263



2.

The proposal to approve the issuance of more than 20% of the Common Stock pursuant to the Private Placement and the Exchange, for purposes of Nasdaq Listing Rule 5635(d), was approved based upon the following votes:



 Votes For     Votes Against     Abstentions    Broker Non-Votes
12,131,484        857,884          91,108           9,250,263



3.

The proposal to approve the issuance of shares of Common Stock to certain officers and directors in the Private Placement and the Exchange, for purposes of Nasdaq Listing Rule 5635(c), was approved based upon the following votes:



 Votes For     Votes Against     Abstentions    Broker Non-Votes
 9,123,631       3,751,966         204,879          9,250,263



4.

The proposal to approve the issuance of more than 20% of the Company Stock pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), was approved based upon the following votes:



 Votes For     Votes Against     Abstentions    Broker Non-Votes
11,883,323       1,023,696         173,457          9,250,263



5.

The proposal approve the AzurRx BioPharma, Inc. 2020 Omnibus Equity Incentive Plan was approved based upon the following votes:



 Votes For     Votes Against     Abstentions    Broker Non-Votes
 7,867,110       4,940,712         272,654          9,250,263



6.

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, 2020 was approved based upon the following votes:



 Votes For     Votes Against     Abstentions
21,836,065        380,991          113,683



7.

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 based upon the following votes:



 Votes For     Votes Against     Abstentions
18,639,167       3,380,217         311,355


Item 8.01 Other Events.

Upon the stockholder approval of Proposals No. 2 and 3 on September 11, 2020, an aggregate of 2,912.583005 shares of Series B Convertible Preferred Stock, initially convertible into an aggregate of 29,125,756 shares of Common Stock, warrants to purchase an aggregate of 14,562,826 shares of Common Stock, exchange warrants to purchase up to an aggregate of 1,772,937 shares of Common Stock and placement agent warrants to purchase up to an aggregate of 1,382,902 shares of Common Stock are now convertible and exercisable, respectively. Accordingly, the Series B Convertible Preferred Stock is no longer subject to redemption.

For more information on the Private Placement, the Exchange and the terms of the Series B Convertible Preferred Stock, please see the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2020 and the Company's Form 8-K filed with the Securities and Exchange Commission on July 20, 2020.

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