false
--12-31
0001604191
0001604191
2025-08-14
2025-08-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 14, 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 |
|
33702 |
| (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 3.03 Material
Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Entero
Therapeutics, Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued
and outstanding shares of common stock (“Common Stock”), at a ratio of 1-for-3 (the “Reverse Stock Split”). The
Reverse Stock Split was duly approved in a special meeting of the stockholders held on June 30, 2025. On August 14, 2025, the
Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate
of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective
as of 12:01 a.m., Eastern Time, on August 18, 2025, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market
on a split-adjusted basis when the market opens on August 18, 2025.
Reasons for the Reverse
Stock Split
The
Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share
and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the
Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide
the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve
the desired effects or that, if achieved, such desired effects will be sustained.
Effects of the Reverse
Stock Split
Effective Date; Symbol;
CUSIP Number
The
Reverse Stock Split will become effective on August 18, 2025 (the “Effective Date”). The Common Stock will begin trading
on a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “ENTO.”
The new CUSIP number for the Common Stock following the Reverse Stock Split will be 33749P507.
Split Adjustment;
Treatment of Fractional Shares
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number
of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately
prior to the Reverse Stock Split, divided by three (3). As a result, stockholders of record who otherwise would be entitled to receive
fractional shares, will be entitled to receive cash (without interest) in lieu of fractional shares.
Certificated and Non-Certificated
Shares
Each
certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the
Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate
or book entry have been combined, subject to the treatment of fractional shares as described above.
Stockholders
who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will
automatically be reflected in their brokerage accounts.
Delaware State Filing
The
Reverse Stock Split was effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of
the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Capitalization
The
Company is authorized to issue 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (the “Preferred Stock”).
There will be no change to the number of authorized capital stock of the Company or to the rights limitations and privileges, including
voting rights, of the Company’s designated and outstanding shares of Preferred Stock. The Reverse Stock Split will have no effect
on the par value of the Common Stock or the Preferred Stock.
Immediately
after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and proportional
voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will result from
the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected by the Reverse
Stock Split.
Item 8.01 Other Events.
On August 14, 2025, the Company issued a
press release announcing the Reverse Stock Split. A copy of such press release is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Amendment |
| 99.1 |
|
Press Release dated August 14, 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 15, 2025 |
By: |
/s/ Richard Joel Paolone |
| |
Name: |
Richard Joel Paolone |
| |
Title: |
Interim Chief Executive Officer |
