AZRX AzurRx BioPharma Inc

On August 25, 2022, First Wave BioPharma, Inc. (the “Company” or “First Wave”) announced that it intends to effect a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”) at a ratio of 1 post-split share for every 30 pre-split shares. First Wave’s Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol FWBI and will begin trading on a split-adjusted basis when the market opens on Friday, August 26, 2022, under a new CUSIP number, 33749P200.

At the annual meeting of stockholders held on August 25, 2022, First Wave’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect a reverse stock split of First Wave’s Common Stock through an amendment (the “Amendment”) to its Certificate of Incorporation, as amended and restated to date (the “Charter”), at a ratio of not less than 1-for-10 and not more than 1-for-40, such ratio to be determined by the Board.

On August 25, 2022, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on August 26, 2022 (the “Effective Time”).

At the Effective Time, every thirty shares of First Wave’s issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-30 Reverse Stock Split. It is not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment based on the closing price of the Common Stock as reported on The Nasdaq Capital Market on August 25, 2022. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 42 million shares to approximately 1.4 million shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of First Wave’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the Reverse Stock Split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Colonial Stock Transfer, at 801-355-5740.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.