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2025-08-09
2025-08-09
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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):
August 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 1.01. Entry Into a Material Definitive
Agreement
On August 9, 2025, Entero
Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with
purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant
to which the Company will sell to the Purchasers in a private placement an aggregate of (i) pre-funded warrants to purchase up to an aggregate
of 4,878,841 shares of common stock (the “Pre-Funded Warrants”) and (ii) common stock purchase warrants to purchase up to
an aggregate of 9,757,682 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately
$3,000,000. The combined purchase price for one Pre-Funded Warrant and two Common Warrants is $0.6149.
The Company intends to use the net proceeds for general corporate purposes,
including working capital, and repayment of certain outstanding liabilities. The closing will occur on August 11, 2025, subject to the
satisfaction of customary closing conditions. $1,000,000 of the proceeds, less expenses, will be paid to the Company at closing. The remaining
$2,000,000 of proceeds will be paid at such time as the Registration Statement (defined below) has been declared effective.
The Pre-Funded warrants
have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable
immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants are
exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the
common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144.
The Common Warrants have an exercise price of $0.3649 per share, subject to adjustment as set forth in the Common Warrants for stock splits,
stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis
if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.
Each Purchaser has contractually agreed to restrict its ability to exercise the Common Warrant such that the number of shares of the Company’s
common stock held by the Purchaser and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth
in the Common Warrant which may not exceed 4.99% (or, upon election by a Purchaser prior to the issuance of any Common Warrants, 9.99%)
of the Company’s then issued and outstanding shares of common stock. The Purchase Agreement also provides for the issuance to the
Purchasers of an aggregate of 200,000 additional warrants for an additional purchase price of $0.125 per warrant (the “Consulting
Warrants” and, together with the Common Warrants, the “Warrants”). The Consulting Warrants have the same terms as the
Common Warrants.
Pursuant to the Purchase Agreement,
the Company agreed, subject to certain exceptions, for so long as any Purchaser holds 30% of the securities purchased in the offering,
that neither it nor any subsidiary would enter into any agreement to issue or announce the issuance or proposed issuance of any shares
of common stock or securities convertible or exercisable into common stock or file any registration statement or any amendment or supplement
thereto. Each of the Company’s officers and directors agreed not to sell or transfer any shares of common stock or securities convertible
or exercisable into common stock for a period of 90 days following the closing of the private placement. Effective as of the closing,
the Purchasers will have the right to designate two members to the Company’s board of directors for so long as they and their affiliates
beneficially own at least 10% of the Company’s outstanding common stock (calculated on an as-converted, fully diluted basis), and
the Company shall take all actions necessary to appoint such designees.
On August 9, 2025, the
board of directors of the Company approved the execution, delivery, and performance of the Purchase Agreement and the related transaction
documents, including the issuance of the securities contemplated thereby.
In connection with the Purchase
Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers.
Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement (the "Registration
Statement") with the Securities and Exchange Commission to register for resale the shares issuable upon exercise of the Pre-Funded
Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions contemplated
by the Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing.
The foregoing descriptions
of the Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreement described herein are subject to, and qualified
in their entirety by, such documents, which are filed as Exhibit 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item
1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company
relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not
involving a public offering.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors to the Board of Directors
In connection with the closing
of the transactions contemplated by the Purchase Agreement, on August 9, 2025, the Board of Directors of the Company approved the appointment
of Geordan Pursglove and Jason Sawyer to serve as members of the Board of Directors of the Company, effective as of August 11, 2025.
Geordan G. Pursglove, age 37, is a corporate leader, investor, and
entrepreneur with over a decade of experience in mergers and acquisitions, capital markets, business development, and corporate leadership
across biotechnology, logistics, market research, and sports marketing. He currently serves as Chief Executive Officer and Chairman of
the Board of Lixte Biotechnology Holdings, Inc. (Nasdaq: LIXT), a clinical-stage pharmaceutical company developing novel protein phosphatase
2A (PP2A) inhibitors for cancer treatment. Since joining Lixte, Mr. Pursglove has led the company through capital raises, Nasdaq compliance
resolutions, and operational enhancements to advance its clinical programs. He is also Managing Director of 2GP Group LLC, a private investment
and management firm through which he has founded, funded, and guided ventures in multiple industries. His prior roles include service
on the board of SemiCab Holdings, where he led the successful merger of SemiCab with Algorhythm Holdings, Inc. (Nasdaq: RIME), and also
previoiusly served as President of Service 800, Inc.
Mr. Pursglove will be
compensated in accordance with the Director Agreement (as defined below). Mr. Pursglove does not have any family relationship with any
of the executive officers or directors of the Company and is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
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 has raised and deployed more than US$200 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, Founding Partner of Candlebrook
Capital, and senior capital-raising positions for firms such as Brevet Capital, Third Eye Capital, and numerous 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., where he chairs the compensation committee and is a member of the
audit committee.
Mr. Sawyer will be compensated
in accordance with the Director Agreement. Mr. Sawyer does not have any family relationship with any of the executive officers or directors
of the Company and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Committee assignments for Mr. Pursglove and Mr.
Sawyer have not been determined as of the date of this report.
Entry into Agreements with Directors of the
Company
On August 9, 2025, the Company
entered into agreements with each of Mr. Pursglove and Mr. Sawyer (the “Director Agreements”), effective as of August 11,
2025 with regard to their services as directors of the Company. Pursuant to the Director Agreements, each director is entitled to a cash
compensation of $2,500 per month to be paid monthly at the beginning of each month. Under the Director Agreements, the Company will also
reimburse each director for reasonable business related expenses approved by the Company in advance, such approval not to be unreasonably
withheld.
The foregoing description of the Director Agreements
does not purport to be complete and is qualified in its entirety by the terms of the Director Agreement, a form of which is filed as Exhibit
10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2025.
Item 8.01 Other Events.
Press Release
On August 11, 2025, the
Company issued a press release regarding the pricing of the private placement. A copy of the press release is attached as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Pre-Funded Warrant |
| 10.3 |
|
Form of Warrant |
| 10.4 |
|
Form of Registration Rights Agreement |
| 10.5 |
|
Form of Director Agreement between Company and directors of the Company (incorporated by reference
to the Form 8-K filed on March 7, 2025) |
| 99.1 |
|
Press Release issued on August 11, 2025 |
| 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. |
| |
|
| August 11, 2025 |
By: |
/s/ Richard Joel Paolone |
| |
Name: |
Richard Joel Paolone |
| |
Title: |
Interim Chief Executive Officer |
