Filing Details
- Accession Number:
- 0001654954-17-005524
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-13 16:05:48
- Filed By:
- Ross Edmund Burke Jr.
- Company:
- First Wave Biopharma Inc. (NASDAQ:FWBI)
- Filing Date:
- 2017-06-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Edmund Burke Ross Jr | 2,433,153 | 0 | 2,433,153 | 0 | 2,433,153 | 2% |
| EBR Ventures | 0 | 0 | 0 | 0 | 700,000 | 6.3% |
| ADEC Private Equity Investment | 0 | 0 | 0 | 0 | 1,676,009 | 14.4% |
| CEDA Investments | 0 | 0 | 0 | 0 | 57,144 | 0.5% |
Filing
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE
13d-2(b)
Under the Securities Exchange Act of 1934
AzurRx BioPharma,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
05502L105
(CUSIP
Number)
June
13, 2017
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [
]
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
| CUSIP No.
05502L105 | 13G |
1
NAMES OF REPORTING
PERSONS
Edmund
Burke Ross Jr.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
3
SEC USE
ONLY
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
USA
| NUMBER OF SHARES | 5 | SOLE VOTING
POWER | 2,433,153 |
| BENEFICIALLY | 6 | SHARED VOTING
POWER | 0 |
| OWNED BY EACH
REPORTING | 7 | SOLE DISPOSITIVE
POWER | 2,433,153 |
| REPORTING PERSON
WITH | 8 | SHARED DISPOSITIVE
POWER | 0 |
9
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,433,153
10
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
20.6%(1)
12
TYPE OF REPORTING
PERSON
IN
(1)
Based on 10,988,519 shares of common stock (“Common Stock”) outstanding as of
June 7, 2017.
| CUSIP No.
05502L105 | 13G |
1
NAMES OF REPORTING
PERSONS
EBR
Ventures, LLC
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
3
SEC USE
ONLY
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
| NUMBER OF SHARES | 5 | SOLE VOTING
POWER | 0 |
| BENEFICIALLY | 6 | SHARED VOTING
POWER | 0 |
| OWNED BY EACH
REPORTING | 7 | SOLE DISPOSITIVE
POWER | 0 |
| REPORTING PERSON
WITH | 8 | SHARED DISPOSITIVE
POWER | 0 |
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
10
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
6.3%(1)
12
TYPE OF REPORTING
PERSON
OO
(1)
Based on 10,988,519 shares of Common Stock outstanding as of June
7, 2017.
| CUSIP No.
05502L105 | 13G |
1
NAMES OF REPORTING
PERSONS
ADEC
Private Equity Investment, LLC
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
3
SEC USE
ONLY
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
| NUMBER OF SHARES | 5 | SOLE VOTING
POWER | 0 |
| BENEFICIALLY | 6 | SHARED VOTING
POWER | 0 |
| OWNED BY EACH
REPORTING | 7 | SOLE DISPOSITIVE
POWER | 0 |
| REPORTING PERSON
WITH | 8 | SHARED DISPOSITIVE
POWER | 0 |
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,009
10
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
14.4%(1)
12
TYPE OF REPORTING
PERSON
OO
(1)
Based on 10,988,519 shares of Common Stock outstanding as of June
7, 2017.
| CUSIP No.
05502L105 | 13G |
1
NAMES OF REPORTING
PERSONS
CEDA
Investments, LLC
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
3
SEC USE
ONLY
4
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
| NUMBER OF SHARES | 5 | SOLE VOTING
POWER | 0 |
| BENEFICIALLY | 6 | SHARED VOTING
POWER | 0 |
| OWNED BY EACH
REPORTING | 7 | SOLE DISPOSITIVE
POWER | 0 |
| REPORTING PERSON
WITH | 8 | SHARED DISPOSITIVE
POWER | 0 |
9
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,144
10
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
11
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.5%(1)
12
TYPE OF REPORTING
PERSON
OO
(1)
Based on 10,988,519 shares of Common Stock outstanding as of June
7, 2017.
Item
1.
Security
and Issuer
This
statement on Schedule 13D relates to shares of common stock,
$0.0001 par value per share (the “Common Stock”), of Azur Rx
BioPharma, Inc., a Delaware corporation (the “Issuer”), whose principal
executive offices are located at 760 Park Side Avenue, Downstate
Biotechnology Incubator, Suite 304, Brooklyn, NY
11226.
Item
2.
Identity
and Background
a-f.
This statement is filed by Edmund Burke Ross Jr., EBR Ventures,
LLC, ADEC Private Equity Investment, LLC, and CEDA Investments,
LLC, with respect to shares of Common Stock that each of the
foregoing may be deemed to have a beneficial ownership. Each of the
foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.”
The
address of the principal business office of EBR Ventures, LLC, ADEC
Private Equity Investment, LLC, and CEDA Investments, LLC is c/o
JDJ Family Office Services, PO Box 962049 Boston, MA 02196. The
business address of Edmund Burke Ross Jr. is c/o JDJ Family Office
Services, PO Box 962049 Boston, MA 02196.
Mr.
Ross is the Manager of EBR Ventures, LLC, ADEC Private Equity
Investment, LLC, and CEDA Investments, LLC.
During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, the Reporting Person has
not been a party to any other civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr.
Ross is a citizen of the United States of America.
Item
3.
Source
and Amount of Funds or Other Consideration
The
securities reported in this statement were acquired with funds
provided form working capital of the Reporting Persons who directly
beneficially own such securities.
Item
4.
Purpose
of Transaction
The
Reporting Persons purchased the securities reported in this
statement for investment purposes. The Reporting Persons do not
have any current plans, proposals or negotiations that relate to or
would result in any of the matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D. The Reporting Persons review
their investments on a continuing basis. Depending on various
factors including, without limitation, the Issuer’s financial
position, the price levels of the shares of Common Stock,
conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may, in the future take
such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, purchasing
additional shares of Common Stock, selling shares of Common Stock,
engaging in short selling of or any hedging or similar transaction
with respect to the Common Stock, taking any other action with
respect to the Issuer or any of its securities in any manner
permitted by law or changing its intention with respect to any and
all matters referred to in paragraphs (a) through (j) of Item
4.
Item
5.
Interest
in Securities of the Issuer
a, b,
and c. As of June 13, 2017, the Reporting Persons beneficially
owned in the aggregate 2,433,153 shares of Common Stock,
constituting approximately 20.6% of the outstanding Common Stock.
The following table sets forth certain information with respect to
shares of Common Stock directly beneficially owned by the Reporting
Persons listed below:
| Name | Number of Shares of
Common Stock | Percentage of
Outstanding Common Stock |
| Edmund Burke Ross
Jr. | 2,433,153(1) | 21.1% |
| EBR Ventures,
LLC | 700,000(2) | 6.3% |
| ADEC Private Equity
Investment, LLC | 1,676,009(2) | 14.4% |
| CEDA Investments,
LLC | 57,144(2) | 0.5 |
(1)
Includes warrants
to purchase 773,313 shares of Common Stock beneficially owned by
Mr. Ross, of which warrants to purchase 100,000 shares of Common
Stock are owned by EBR Ventures, LLC, warrants to purchase 644,741
shares of Common Stock are owned by ADEC Private Equity Investment,
LLC, and warrants to purchase 28,572 shares of Common Stock are
owned by CEDA Investments, LLC.
(2)
Includes warrants
to purchase shares of common stock in amount specified in footnote
(1).
Mr.
Ross is the manager of EBR Ventures, LLC, ADEC Private Equity
Investment, LLC, and CEDA Investments, LLC and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined
under Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”)) of the Common Stock that EBR Ventures, LLC,
ADEC Private Equity Investment, LLC, and CEDA Investments, LLC own.
Mr. Ross has the sole power to vote or direct the vote or to
dispose of 2,433,153 shares of Common Stock. None of EBR Ventures,
LLC, ADEC Private Equity Investment, LLC, and CEDA Investments have
power to vote or direct the vote or to dispose any shares of Common
Stock.
Beneficial
ownership of the Common Stock shown on the cover pages of and set
forth elsewhere in this statement for each of the Reporting Persons
assumes that they have not formed a group for purposes of Section
13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated
thereunder. If the several Reporting Persons were deemed to have
formed a group for purposes of Section 13(d)(3) and Rule
13d-5(b)(1), the group would be deemed to own beneficially (and may
be deemed to have shared voting and dispositive power over) in the
aggregate 2,433,153 shares of Common Stock, constituting
approximately 20.6% of the outstanding shares of Common
Stock.
The
filing of this Schedule 13D and any future amendment by the
Reporting Persons, and the inclusion of information herein and
therein with respect to Mr. Ross, EBR Ventures, LLC, ADEC Private
Equity Investment, LLC, and CEDA Investments, LLC, shall not be
considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of
any shares in which such persons do not have a pecuniary interest.
Mr. Ross holds sole voting and dispositive power over the shares of
common stock and each of ADEC Private Equity Investment, LLC, EBR
Ventures, LLC, and CEDA Investments, LLC disclaims beneficial
ownership of such securities and securities underlying the
warrants, except to the extent of their respective pecuniary
interest therein, if any, and this report shall not be deemed to be
an admission that any of ADEC Private Equity Investment, LLC, EBR
Ventures, LLC, or CEDA Investments, LLC is the beneficial owner of
such securities for the purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, or for any other
purpose.
The
percentage of shares of Common Stock reported as being beneficially
owned by the based on 9,631,088 shares of Common Stock outstanding
as of June 7, 2017. The Reporting Persons have not acquired or sold
shares of Common Stock during the last 60 days.
d and
e. Not applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not
applicable.
Item7.
Material
to be Filed as Exhibits
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated:
June 13, 2017
EDMUND BURKE ROSS, JR.
| By: |
/s/ Edmund Burke Ross, Jr. for himself, as manager of ADEC Private
Equity Investment, LLC, as manager of
EBR Ventures, LLC, and as manager of CEDA Investments,
LLC | |
| Name: | Edmund Burke Ross,
Jr. | |
| Title: | Manager | |