First Wave BioPharma, Inc. SEC Filings

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.