Sec Form 13D Filing - Ross Edmund Burke Jr. filing for Entero Therapeutics Inc. (ENTO) - 2020-08-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D/A
(Amendment No. 4)* 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
Under the Securities Exchange Act of 1934
 
AzurRx BioPharma, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
05502L105
(CUSIP Number)
 
July 16, 2020
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] 
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
   
 CUSIP No. 05502L105
13D/A
 
 

1             NAMES OF REPORTING PERSONS
               Edmund Burke Ross Jr.
 

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 

3             SEC USE ONLY
 

4             CITIZENSHIP OR PLACE OF ORGANIZATION
              
               USA
 

NUMBER
OF SHARES
5
SOLE VOTING POWER
 2,847,434 (1)
BENEFICIALLY
OWNED
6
SHARED VOTING POWER
0
  BY EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 2,847,434 (1)
PERSON
WITH
8
SHARED DISPOSITIVE POWER
0
 

9             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               2,847,434 (1) 
 

10           CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
               ☐
 

11            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                9.99%  (1)(2) 
 

12            TYPE OF REPORTING PERSON
                 IN
 

    
(1)
The Reporting Persons hold in the aggregate 2,415,813 shares of Common Stock, warrants to purchase an aggregate of 1,971,197 shares of Common Stock and Series B Preferred Stock (as defined herein) convertible into 1,020,619 shares of Common Stock, which Series B Preferred Stock and warrants contain a beneficial ownership blocker that limits the conversion and/or exercise of such securities to cap the beneficial ownership of the Reporting Persons at 9.99% of the outstanding Common Stock of the Issuer, representing 2,847,434 shares of Common Stock.
 
(2)
Based on 28,502,850 shares of common stock (“Common Stock”) outstanding.
 
 
 
 
 
 CUSIP No. 05502L105
13D/A
 
 
 

1             NAMES OF REPORTING PERSONS
               EBR Ventures, LLC
 

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐


3             SEC USE ONLY
 

4             CITIZENSHIP OR PLACE OF ORGANIZATION 
                Delaware
 

 
NUMBER
OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY
OWNED
6
SHARED VOTING POWER
0
  BY EACH
REPORTING
7
SOLE DISPOSITIVE POWER
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
0
 

9               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                 2,847,434
 

10             CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                 ☐
 

11             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9        
                 9.99% (1)
 

12             TYPE OF REPORTING PERSON 
                  OO
 
 
(1) 
Represents 719,545 shares of Common Stock, 1,165,206 shares of Common Stock issuable upon exercise of warrants and 1,020,619 shares of Common Stock issuable upon Conversion of the Series B Preferred Stock 9% (as defined herein) which Series B Preferred Stock and warrants contain a beneficial ownership blocker that limits the conversion and/or exercise of such securities to cap the beneficial ownership of the Reporting Persons at 9.99% of the outstanding Common Stock of the Issuer, representing 2,847,434 shares of Common Stock. Based on 28,502,850 shares of Common Stock outstanding.
 
 
 
 
 
 CUSIP No. 05502L105
13D/A
 
 
 

1             NAMES OF REPORTING PERSONS 
               ADEC Private Equity Investments, LLC 
 

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a) ☐
               (b) ☐
 

3             SEC USE ONLY
 

4             CITIZENSHIP OR PLACE OF ORGANIZATION
               Delaware
 

 
NUMBER
OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY
OWNED
6
SHARED VOTING POWER
0
  BY EACH
REPORTING
7
SOLE DISPOSITIVE POWER
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
0
 

9              AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                2,502,259
 

10             CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
                 ☐
 

11             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
                 8.53% (1)
 

12             TYPE OF REPORTING PERSON 
                 OO
 

  
(1) 
Represents 1,696,268 shares of Common Stock and 805,991 shares of Common Stock issuable upon exercise of warrants. Based on 28,502,850 shares of Common Stock outstanding.
 
 
 
 
 
  
Item 1. Security and Issuer
 
This Amendment No. 4 amends the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on June 13, 2017 (together with all amendments through the date hereof, this “Schedule 13D”). This Schedule 13D relates to shares of common stock, $0.0001 par value per share (the “Common Stock”), of AzurRx BioPharma, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 760 Park Side Avenue, Downstate Biotechnology Incubator, Suite 304, Brooklyn, NY 11226.
 
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended and restated as follows:
 
On July 16, 2020, On January 3, 2020, EBR Ventures, LLC exchanged its previously outstanding $750,000, plus accrued and unpaid intertest thereon, of 9% Senior Convertible Promissory Notes (the “9% Note”), for 1,020,619 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, warrants (the “Series B Warrants”) to purchase 510,309 shares of Common Stock, and also received additional warrants (the “Exchange Warrants”) to purchase 75,000 shares of Common Stock, both the Series B Warrants and the Exchange Warrants (collectively, the “July Warrants”) have an exercise price of $0.85 per share and expire five years from the date of issuance. The Series B Preferred Stock and the Warrants include a beneficial ownership blocker that limits the conversion and/or exercise of the Series B Preferred Stock and the Warrants capping the beneficial ownership of the Reporting Persons at 9.99% of the outstanding Common Stock of the Issuer. In addition, ADEC Private Equity Investments, LLC, purchased from a related third party, over which it had no control or beneficial ownership of its securities it held, 665,000 shares of Common Stock and warrants to purchase 161,250 shares of common stock, in connection with the dissolution of certain fund activities. The securities reported in this statement were acquired with funds from working capital of the Reporting Person and also in exchange for outstanding 9% Notes held by the Reporting Persons who directly beneficially own such securities.
 
Item 4. Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and restated as follows:
 
The Reporting Persons purchased the securities reported in this statement for investment purposes. The Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons review their investments on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
 

 
 
 
   
Item 5. Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated as follows:
 
(a), (b), and (c) As of July 20, 2020, the Reporting Persons beneficially owned in the aggregate 5,407,629 shares of Common Stock, constituting approximately 17.1% of the outstanding Common Stock; provided, however, in light of the beneficial ownership blocker contained in the 9% Note and the Warrants, the Reporting Persons beneficial ownership is capped at 9.99%. The following table sets forth certain information, not accounting for the beneficial ownership blocker, with respect to shares of Common Stock directly beneficially owned by the Reporting Persons listed below:
 
Name
 
Number of
Shares of
Common Stock
 
 
 
 
 
Percentage of Outstanding
Common Stock
 
Edmund Burke Ross Jr.
  3,630,348 
(1)
  17.1%
EBR Ventures, LLC
  1,954,339 
(2)
  9.47%
ADEC Private Equity Investments, LLC
  1,676,009 
(2)
  8.53%
 
(1)
Includes warrants to purchase 1,970,297 shares of Common Stock beneficially owned by Mr. Ross, of which 100,000 warrants to purchase 75,000 shares of Common Stock (3/4 of a share per warrant), warrants to purchase 386,598 shares of Common Stock, 510,309 Series B Warrants and 193,299 Exchange Warrants are owned by EBR Ventures, LLC, and warrants to purchase 805,991 shares of Common Stock are owned by ADEC Private Equity Inve stments, LLC. The amount also includes 1,020,619 shares of Common Stock issuable upon conversion of the Series B Preferred Stock.
(2)
Includes warrants to purchase shares of common stock in amount specified in footnote (1).
 
Mr. Ross is the manager of EBR Ventures, LLC and ADEC Private Equity Investments, LLC and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock that EBR Ventures, LLC and ADEC Private Equity Investments, LLC own. Mr. Ross has the sole power to vote or direct the vote or to dispose of 5,407,629 shares of Common Stock, subject to the 9.99% beneficial ownership blocker contained in the Series B Preferred Stock and the Warrants. None of EBR Ventures, LLC and ADEC Private Equity Investments, LLC have power to vote or direct the vote or to dispose any shares of Common Stock.
 
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this statement for each of the Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the several Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 5,407,629 shares of Common Stock, constituting approximately 17.1% of the outstanding shares of Common Stock, not accounting for the beneficial ownership blocker that limits the Reporting Persons beneficial ownership to 9.99%.
 
The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to Mr. Ross, EBR Ventures, LLC, and ADEC Private Equity Investments, LLC, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Mr. Ross holds sole voting and dispositive power over the shares of common stock and each of ADEC Private Equity Investments, LLC, and EBR Ventures, LLC, disclaims beneficial ownership of such securities and securities underlying the warrants, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that any of ADEC Private Equity Investments, LLC and EBR Ventures, LLC, is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
 
The percentage of shares of Common Stock reported as being beneficially owned by the Reporting Persons, subject is based on 28,502,850 shares of Common Stock outstanding.
 
 
(d) and (e) Not applicable.
 

 
 
 
 
SIGNATURE

 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: August 11, 2020
 
EDMUND BURKE ROSS, JR.
 
By:
/s/ Edmund Burke Ross, Jr. for himself, as manager of ADEC Private Equity Investments, LLC, and as manager of EBR Ventures, LLC
 
Name:
Edmund Burke Ross, Jr.
 
Title:
Manager