[D] First Wave BioPharma, Inc. Common Stock SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Full subscription: The entire offering amount of $3,025,000 is reported as sold, indicating successful capital raise
• No sales commissions or finders' fees: The issuer reported $0 in commissions or finders' fees, reducing transaction costs
• Direct placement: Minimum investment of $0 and no intermediary broker-dealer listed suggest a low-cost, direct placement

Negative

• Limited investor base: Only 3 investors participated, which may concentrate ownership and limit diversification
• Limited use-of-proceeds detail: The filing states proceeds may be used for general corporate purposes including salaries but provides no detailed allocation
• Restricted solicitation: Reliance on Rule 506(b) implies limited solicitation and potential constraints on investor outreach

Insights

Securities/Capital Markets Analyst

TL;DR: Small private placement fully subscribed for $3.025M under Rule 506(b); limited investor base and no intermediaries used.

The filing shows a modest capital raise via a Regulation D private placement where the issuer used Rule 506(b), indicating reliance on accredited investor exemptions with restricted solicitation. The offering structure—options/warrants and underlying securities—suggests capital was raised with potential future equity conversion. The fact that $3,025,000 was reported sold and no commissions were paid points to a cost-efficient transaction, likely placed directly with investors or insiders. With only 3 investors disclosed, liquidity and investor diversification are limited, which matters for control and future fundraising flexibility. Overall impact is neutral for broad market investors but material for cap table and governance.

Corporate Governance & Compliance Expert

TL;DR: Filing identifies senior management and directors and discloses potential use of proceeds for general corporate purposes; disclosures are routine.

The Form D lists multiple officers and directors with a shared business address and confirms the interim CEO signed the notice. The issuer disclosed that proceeds may be used for general corporate purposes including salaries while estimating $0 of gross proceeds paid directly to named persons. This is a common disclosure but leaves limited detail on allocation priorities and counterparty identities. The filing explicitly states the offering is not related to a merger or acquisition and was not broadly solicited, consistent with Rule 506(b) compliance. From a governance perspective the transaction appears procedurally standard; additional transparency on investor types and use-of-proceeds allocation would improve assessment.

08/18/2025 - 10:40 AM

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001604191

First Wave BioPharma, Inc.

AzurRx BioPharma, Inc.

BioPharma d'Azur, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Entero Therapeutics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Entero Therapeutics, Inc.
Street Address 1		Street Address 2
79014TH ST N # 21135
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ST. PETERSBURG	FLORIDA	33702	561-589-7020

3. Related Persons

Last Name	First Name	Middle Name
Paolone	Richard
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Borkowski	Edward
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Corbett	Eric
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Uppal	Manpreet
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Syage	Jack
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Skowron	Anna
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sawyer	Jason
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pursglove	Geordan
Street Address 1	Street Address 2
79014th St N # 21135
City	State/Province/Country	ZIP/PostalCode
St. Petersburg	FLORIDA	33702

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-09				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$3,025,000	USD	or Indefinite
Total Amount Sold	$3,025,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Some of the proceeds may be used for general corporate purposes including the payment of salaries and other fees to those listed in Item 3.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Entero Therapeutics, Inc.	/s/ Richard Paolone	Richard Paolone	Interim Chief Executive Officer	2025-08-18

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did Entero Therapeutics (Form D) claim for the offering?

The issuer claimed a Regulation D exemption under Rule 506(b).

How much did Entero Therapeutics raise in this offering?

The total offering amount reported was $3,025,000, and the total amount sold is reported as $3,025,000.

How many investors participated in Entero Therapeutics' offering?

The filing reports that 3 investors have invested in the offering.

Were any sales commissions or finders' fees paid in the offering?

No—sales commissions and finders' fees are both reported as $0.

What types of securities were offered?

The offering included options, warrants or other rights and the securities to be acquired upon exercise of those rights.

Can proceeds be used to pay management or directors?

The filing estimates $0 paid directly to named persons but discloses that some proceeds may be used for general corporate purposes including salaries.