First Wave BioPharma, Inc. SEC Filings

Prospectus excerpts and filing fragments describe an offering and related disclosures including intellectual property, warrant holdings, capital structure and SEC filing exhibits. The text lists patent families and issued patents covering a recombinant Yarrowia lipolytica lipase process with European expiry June 15, 2026 and U.S. expirations September 11, 2028 and July 17, 2026. Separate patent families for anti-inflammatory methods show issued patents expiring September 1, 2036, and Niclosamide-related patents expiring March 31, 2040. The document notes warrants underlying common stock and pre-funded warrants held by named stockholders, each subject to a 4.9% beneficial ownership blocker. It also discloses authorized capital of 100,000,000 common shares and 10,000,000 preferred shares (par value $0.0001). Multiple SEC reports and exhibits are referenced as incorporated by reference. The filing is signed by officers with dates of August 26, 2025.

Entero Therapeutics is soliciting votes at a virtual Special Meeting to approve four proposals: (1) a rescission agreement to transfer ImmunogenX, LLC membership interests back to former IMGX shareholders and undo consideration issued in the March 2024 merger; (2) authority for the board to implement a reverse stock split at a ratio between 1:2 and 1:20; (3) an amendment to increase shares available under the 2020 Omnibus Equity Incentive Plan from 272,845 to 772,845 (ISOs from 83,333 to 250,000) and increase non-employee director grant limits; and (4) an adjournment authority to solicit additional proxies.

The board unanimously recommends FOR all proposals. The rescission would cancel IMGX-related equity, transfer membership interests, cancel assumed options and warrants, and leave Entero retaining up to approximately $695,000 of IMGX accounts payable while IMGX remains responsible for approximately $2,436,338 of unsecured debt. Closing is conditioned on stockholder approvals and other conditions and is expected on or prior to September 30, 2025.

Director Geordan G. Pursglove filed an initial Form 3 reporting no beneficial ownership of the issuer's securities. The filing lists the reporting person as a Director and indicates the event date as 08/11/2025. The document shows the reporting person has no direct or indirect holdings in the company at the time of the statement and includes a manual signature dated 08/18/2025.

Jason D. Sawyer filed an Initial Form 3 under Section 16 reporting his relationship to Entero Therapeutics, Inc. (ENTO) as a Director. The event date is 08/11/2025 and the form is signed on 08/18/2025. The filing discloses no securities beneficially owned by the reporting person, and no derivative holdings are listed.

Entero Therapeutics, Inc. filed a Form D claiming a Regulation D exemption under Rule 506(b) for a private offering consisting of options, warrants or other rights and the securities to be acquired upon exercise. The total offering size was $3,025,000, and the entire amount is reported as sold with $0 remaining. The filing lists the issuer's principal place of business in St. Petersburg, Florida, and names several officers and directors including Richard Paolone as Interim Chief Executive Officer who signed the notice. The offering was not tied to a business combination, was intended to last less than one year, accepted a $0 minimum investment, reported no sales commissions or finders' fees, and shows 3 investors participated. The issuer indicates some proceeds may be used for general corporate purposes, including salaries, while estimating $0 in direct payments to named executives or directors.

Entero Therapeutics, Inc. reported consolidated assets of $85.06 million at June 30, 2025, of which $83.17 million are classified as assets held for sale relating to its March 2024 acquisition of ImmunogenX (IMGX). The company recorded a six-month net loss of $2.26 million and reported a basic and diluted loss per share of $0.51 on 4,765,004 weighted average shares.

The balance sheet shows a stockholders' deficit of $6.30 million and mezzanine Series G preferred equity of $61.68 million. Cash and cash equivalents were reported at $4,474 on the balance sheet, and the company disclosed an accumulated deficit of approximately $204.6 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern and is pursuing strategic alternatives, including a rescission agreement to return IMGX to its former shareholders and to transfer related assets and liabilities, expected to close on or prior to September 30, 2025, subject to conditions.

Entero Therapeutics, Inc. entered a securities purchase agreement on August 9, 2025 to sell Pre-Funded Warrants to purchase up to 4,878,841 shares and Common Warrants to purchase up to 9,757,682 shares for gross proceeds of approximately $3,000,000. The combined purchase price for one Pre-Funded Warrant plus two Common Warrants is $0.6149. The company will receive $1,000,000 (less expenses) at closing and the remaining $2,000,000 when a resale registration statement is declared effective; closing is expected on August 11, 2025.

The Pre-Funded Warrants have a $0.00001 exercise price and no expiration. The Common Warrants have a $0.3649 exercise price, a five-year term tied to registration or resale availability, and permit cashless exercise if shares are not registered. Purchasers face a beneficial ownership limit of 4.99% (or elective 9.99%). Purchasers will receive 200,000 additional Consulting Warrants for $0.125 each, may designate two directors while owning ≥10%, and the board approved appointment of Geordan G. Pursglove and Jason D. Sawyer effective August 11, 2025, each to be paid $2,500 per month.