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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 9, 2025
| Entero Therapeutics, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-37853 |
|
46-4993860 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
777 Yamato Road, Suite 502
Boca Raton, Florida |
|
33431 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (561) 589-7020
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
ENTO |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02 Termination of a Material Definitive
Agreement
The information set forth in Item 5.02 below regarding the termination
of the consulting agreement is incorporated by reference in this Item 1.02.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Richard Joel Paolone as
Interim Chief Executive Officer and Chairman of the Board
On September 3, 2025, the Board of Directors (the
“Board”) of Entero Therapeutics, Inc. (the “Company”) terminated Richard Joel Paolone as Interim Chief Executive
Officer of the Company and Chairman of the Board, without cause, effective immediately. Mr. Paolone’s termination is not due to
any disagreement with the Company regarding its financial reporting, policies or practices. Mr. Paolone continues to serve as a
director on the Board of the Company.
On September 3, 2025, in connection with his termination as Interim
Chief Executive Officer and Chairman of the Board, the Company terminated the consulting agreement between the Company and Mr. Paolone,
dated February 12, 2025. The termination was without cause, effective immediately, and included payment in lieu of the contractual notice
period.
Appointment of Jason D. Sawyer as Interim
Chief Executive Officer
On September 4, 2025, Jason D. Sawyer was
appointed to serve as Interim Chief Executive Officer of the Company, effective immediately. Mr. Sawyer continues to serve as a
director on the Board of the Company.
Jason D. Sawyer is a 32-year veteran of the alternative
investment industry and currently serves as General Manager of Access Alternative Group S.A., a Nassau, Bahamas-based venture investment
and advisory firm. Over his career, Mr. Sawyer and the firms in which he was a principal have raised more than $5 billion in alternative
assets and deployed more than US$300 million in early and growth-stage investments across software, fintech, blockchain, biotech, clean
tech, natural resources, health and fitness, energy, and consumer products. His prior roles include Principal at Crane Capital Associates
and Head of its Absolute Return Strategies Group and Founding Partner of Candlebrook Capital, which was an early sponsor of best-in-class
ABL funds such as Brevet Capital and Third Eye Capital, as well as numerous other brandname private equity and hedge funds. He has also
co-founded and financed ventures such as Pacific West Stone, California Fitness, Sanna Health Corp., and Caary Capital. Mr. Sawyer currently
serves as Head of Finance and M&A at Quantum BioPharma (Nasdaq: QNTM), is a director of The FUTR Corp. (TSX.V: FTRC), and serves on
the board of Lixte Biotechnology Holdings, Inc. (Nasdaq: LIXT), where he chairs the compensation committee and is a member of the audit
committee.
There are no arrangements or understandings
between Mr. Sawyer and any other persons pursuant to which he was selected as an officer of the Company. There are also no family
relationships between Mr. Sawyer and any director or executive officer of the Company, and Mr. Sawyer does not have any direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Sawyer’s
compensation as Interim Chief Executive Officer will be determined at a later time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Entero Therapeutics, Inc. |
| |
|
| September 9,
2025 |
By: |
/s/ Jason D. Sawyer |
| |
Name: |
Jason D. Sawyer |
| |
Title: |
Interim Chief Executive Officer |
