Welcome to our dedicated page for First Wave BioPharma SEC filings (Ticker: FWBI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to SEC filings historically associated with First Wave BioPharma, Inc. (FWBI), the company that later changed its name to Entero Therapeutics, Inc. and now trades on the Nasdaq Capital Market under the symbol ENTO. These filings offer detailed information on the company’s GI-focused biopharmaceutical activities, capital structure, and corporate actions.
Registration statements on Form S-1 and S-1/A describe Entero Therapeutics’ business overview as a clinical-stage developer of targeted, non-systemic therapies for gastrointestinal diseases. They outline the evolution of the pipeline, including the focus on the biologic adrulipase for exocrine pancreatic insufficiency and the historical programs for latiglutenase, capeserod, and niclosamide. These documents also explain the company’s status as a smaller reporting company and provide risk factor and capitalization details.
Current reports on Form 8-K capture material events such as the May 2024 corporate name change from First Wave BioPharma, Inc. to Entero Therapeutics, Inc., the merger with ImmunogenX, Inc., financing agreements involving pre-funded warrants and common warrants, board and executive changes, and the approval and implementation of a 1-for-3 reverse stock split. Other 8-K filings discuss Nasdaq listing compliance matters and extensions related to stockholders’ equity and annual meeting requirements.
Later S-1 and S-1/A filings, along with resale registration statements, provide additional detail on offerings of common stock and pre-funded warrants, the use of proceeds, and the terms of securities purchase agreements and registration rights agreements.
On Stock Titan, these FWBI-linked filings are updated from EDGAR and can be paired with AI-powered summaries that highlight key points from lengthy documents, such as how the company describes its GI disease focus, the status of adrulipase and other programs, and the implications of capital markets transactions. Users can also review information related to stock splits and listing status as disclosed in the company’s SEC reports.
Document scope and corporate actions: This S-1/A incorporates the company’s 2024 Annual Report on Form 10-K and 10-Qs for March 31, 2025 and June 30, 2025 and states that all historical share and per-share figures reflect a 1-for-3 reverse stock split effective August 18, 2025. The filing lists authorized capital of 100,000,000 common shares and 10,000,000 preferred shares.
Intellectual property and patents: The filing references multiple patent families, including European and U.S. patents for a Yarrowia lipolytica lipase (European expiry June 15, 2026; U.S. expirations Sept 11, 2028 and July 17, 2026) and issued U.S. patents for inflammatory-condition treatments expiring Sept 1, 2036 and patents directed to niclosamide use expiring March 31, 2040.
Other material items: The prospectus lists risks and cost items related to development, regulatory approval, manufacturing, commercialization, patent prosecution and personnel. It discloses selling-stockholder warrant holdings with a 4.9% beneficial ownership exercise limitation and includes signatures dated September 10, 2025.
Entero Therapeutics, Inc. reported a leadership change, removing Richard Joel Paolone as Interim Chief Executive Officer and Chairman of the Board on September 3, 2025, without cause and with immediate effect. The company states that his termination did not involve any disagreement over financial reporting, policies, or practices, and he will remain on the Board as a director.
In connection with this change, the company also ended Mr. Paolone’s February 12, 2025 consulting agreement, effective immediately, with payment in lieu of the contractual notice period. On September 4, 2025, the Board appointed director Jason D. Sawyer as Interim Chief Executive Officer, effective immediately. Sawyer brings decades of alternative investment experience and currently holds multiple finance and board roles at other companies, while his compensation as Interim CEO will be decided later.
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
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. approved and implemented a 1-for-3 reverse stock split of its common stock to help raise the share price and regain compliance with Nasdaq’s $1.00 minimum bid rule. Stockholders approved the move at a special meeting on June 30, 2025.
The reverse split becomes effective at 12:01 a.m. Eastern Time on August 18, 2025, when Entero’s common stock will begin trading on a split-adjusted basis under the symbol ENTO with a new CUSIP 33749P507. Fractional share positions will be cashed out, and authorized shares and par value for both common and preferred stock will remain unchanged.
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.