| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 12, 2023, First Wave
BioPharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue, in
a private placement (the “Offering”), an aggregate of (i) 128,000 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to an aggregate of 895,018 shares (the “Pre-Funded Warrant Shares”) and (iii) common warrants (the “Common
Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”), to purchase up to an aggregate of 2,046,036
shares of Common Stock (the “Common Warrant Shares” and collectively with the Pre-Funded Warrant Shares, the “Warrant
Shares”) at a purchase price of $3.91 per Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant.
The Offering is expected to
close on March 15, 2023, subject to the satisfaction of customary closing conditions.
The Pre-Funded Warrants have
an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full. The Common Warrants
have an exercise price of $3.66 per share, are exercisable immediately and will expire five years from the initial exercise date.
The Purchase Agreement contained
customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations
of the parties.
As compensation to Roth Capital
Partners, LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering, the Company agreed
to pay the Placement Agent a cash fee of approximately $180,000
and payment of certain expenses and legal fees.
The Company expects to receive
gross proceeds of approximately $4.0 million from the Offering, before deducting the Placement Agent fees and other Offering expenses.
The Company intends to use the net proceeds from the Offering for working capital purposes.
In connection with the Offering,
on March 12, 2023, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
pursuant to which the Company is required to file a registration statement with the Securities and Exchange Commission (the “SEC”)
to register for resale the Shares and the Warrant Shares. Under the terms of the Registration Rights Agreement, the Company is obligated
to file a registration statement covering the Shares and the Warrant Shares with the Securities and Exchange Commission (the “SEC”)
no later than the earlier of (i) thirty days following the date of the agreement or (ii) five days following the date the Company files
its annual report with the SEC and to use its commercially reasonable efforts to cause the registration statement to be declared effective
by the SEC by May 11, 2023.
The Purchase Agreement, the
Registration Rights Agreement and the forms of Pre-Funded Warrant and Common Warrant are attached as Exhibits 10.1, 10.2, 4.1 and 4.2
hereto, respectively. The description of the terms of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrant
and the Common Warrant is not intended to be complete and is qualified in its entirety by reference to such exhibits.
On March 13, 2023, the Company
issued a press release disclosing the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Neither the disclosures in
this Form 8-K nor the press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.