SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BORKOWSKI EDWARD
(Last) (First) (Middle)
C/O AZURRX BIOPHARMA, INC.
760 PARKSIDE AVE SUITE 304
(Street)
BROOKLYN NY 11226
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AzurRx BioPharma, Inc. [ AZRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock $0.77(1) 07/16/2020 A 46.1206 (2) (3) Common stock, par value $0.0001 per share 461,205 (4)(5) 46.1206 D
Series B Warrants $0.85 07/16/2020 A 230,602 (2) 07/15/2025(6) Common stock, par value $0.0001 per share 230,602 (4)(5)(7) 230,602 D
Exchange Warrants $0.85 07/16/2020 A 25,774 (2) 07/16/2025(6) Common stock, par value $0.0001 per share 25,774 (5)(8) 25,774 D
9.0% Senior Convertible Promissory Note $1.07 07/16/2020 D 100,000 12/20/2019 09/20/2020 Common stock, par value $0.0001 per share 93,458 (5) 0 D
Explanation of Responses:
1. Each share of Series B Preferred Stock, par value $0.0001 per share (the "Series B Stock"), is convertible, at Mr. Borkowski's option, into common stock, par value $0.0001 per share (the "Common Stock") of AzurRx BioPharma, Inc. (the "Company") at a conversion rate equal to the quotient of (x) its stated value, which is initially $7,700 per share, divided by (y) the conversion price, which is initially of $0.77 per share of Common Stock, subject in each case to specified adjustments for stock splits, cash or stock dividends, reorganizations, reclassifications other similar events as set forth in the Certificate of Designations of the Series B Stock (the "Certificate of Designations"). Each share of Series B Stock also carries a cumulative dividend, accruing daily at a rate of 9.0% per year, payable each June 30 and December 30 arrears, in cash or shares of Series B Stock at the sole option of the Company, as specified in the Certificate of Designations.
2. Mr. Borkowski cannot convert the Series B Stock or exercise the warrants (the "Series B Warrants" or the "Exchange Warrants") until the Company obtains stockholder approval pursuant to Nasdaq Listing Rule 5635(c) and 5635(d) (the "Stockholder Approval").
3. The Series B Stock has no expiration date. However, if the Company has not obtained the Stockholder Approval on or prior to the 90th day following the issuance date of the Series B Stock (the "Approval Deadline"), the Company is required to repurchase the Series B Stock from Mr. Borkowski at a price equal to 150% of its stated value, as adjusted pursuant to the Certificate of Designations, plus accrued and unpaid dividends thereon to the repurchase date.
4. Mr. Borkowski purchased 32.467532 shares of Series B Stock, together with Series B Warrants to purchase 162,338 shares of Common Stock, for cash consideration of $7,700.00 per share of Series B Stock.
5. Mr. Borkowski surrendered to the Company $100,000 in outstanding principle amount of a 9.0% Senior Convertible Promissory Note (the "Promissory Note"), together with $5,128.77 in accrued and unpaid interest thereon, in exchange for 13.653087 shares of Series B Stock, Series B Warrants for 68,265 shares of Common Stock and Exchange Warrants to purchase 25,774 shares of Common Stock.
6. In the event that the Company has not obtained the Stockholder Approval on or prior to the Approval Deadline, Mr. Borkowski shall surrender the Series B Warrants and the Exchange Warrants to the Company for cancellation in connection with the Company's repurchase of the Series B Stock described above.
7. The amount of the Series B Warrants is equal to 50% of the shares of Common Stock into which the Series B Stock is initially convertible.
8. The amount of the Exchange Warrants is equal to 25% of the shares of Common Stock into which such Promissory Note was originally convertible upon the initial issuance thereof.
/s/ Edward Borkowski 07/20/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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