IPO - Entero Therapeutics, Inc.

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Form Type: S-1/A

Filing Date: 2025-07-02

Corporate Action: Ipo

Type: Update

Accession Number: 000110465925065403

Filing Summary: Entero Therapeutics, Inc. filed an S-1/A amendment to its registration statement under the Securities Act, indicating plans to offer 12,000,000 shares of common stock at an estimated public offering price of $0.50 per share. The company also plans to offer pre-funded warrants for the purchase of an additional 12,000,000 shares, specifically designed for purchasers whose investments would result in ownership exceeding 4.99% or 9.99%. The firm is a smaller reporting company and an emerging growth company. This follows their recent merger with ImmunogenX, Inc., which was announced in March 2024 and recently rescinded under a rescission agreement effective June 2025. Key aspects of the rescission include the exchange of stock and liabilities with former shareholders of ImmunogenX, indicating strategic shifts in their business operations and a restructuring of financial obligations. The company is currently focusing on its remaining biologic drug pipeline, primarily Adrulipase, and is dealing with the financial implications of discontinued programs and potential legal issues arising from previous liabilities.

Additional details:

Common Stock Offered: 12000000


Pre Funded Warrants Offered: 12000000


Estimated Public Offering Price: 0.50


Merger Date: 2024-03-01


Rescission Agreement Date: 2025-03-01


Accounts Payable Retained: 695000


Secured Debt Owed: 2436338


Cash Balance: 66000


Accumulated Deficit: 203600000


Form Type: S-1/A

Filing Date: 2025-06-05

Corporate Action: Ipo

Type: New

Accession Number: 000110465925056916

Filing Summary: Entero Therapeutics, Inc. is seeking to raise funds through an initial public offering by offering 15,228,426 shares of common stock and pre-funded warrants to purchase an equivalent number of shares at an expected public offering price of $0.394 per share. The company, which focuses on non-systemic therapies for gastrointestinal diseases, has recently undergone a significant merger with ImmunogenX, Inc. and is currently involved in a rescission agreement aimed at nullifying this transaction. If successful, this rescission will transfer ImmunogenX's liabilities back to its former shareholders, relieving Entero of further financial responsibility. The firm’s financial standing is precarious as it faces significant losses and has a going concern qualification from its auditors. With substantial operating losses reported, Entero emphasizes the risks involved in this offering and seeks to attract investors amidst its restructuring efforts. The offering is indicative of its ongoing efforts to stabilize operations and pursue strategic objectives in the biotech sector.

Additional details:

Shares Offered: 15228426


Public Offering Price: 0.394


Business Focus: non-systemic therapies for gastrointestinal diseases


Recent Merger: ImmunogenX, Inc.


Discontinued Programs: ["Latiglutenase","Capeserod","Niclosamide"]


Current Liabilities: approximately $2,436,338


Retained Accounts Payable: approximately $695,000


Total Accumulated Deficit: approximately $203.6 million


Cash Reserves: approximately $66,000


Employee Count: 2


Form Type: S-1

Filing Date: 2025-05-12

Corporate Action: Ipo

Type: New

Accession Number: 000110465925047285

Filing Summary: Entero Therapeutics, Inc. filed a registration statement on Form S-1 with the SEC to initiate an initial public offering (IPO) of 16,666,667 shares of its common stock at an estimated public offering price of $0.36 per share. The offering will include pre-funded warrants for an equal number of common shares, primarily for investors anticipating exceeding a 4.99% ownership threshold after the offering. This registration statement follows the company's name change from First Wave Biopharma, Inc. to Entero Therapeutics in May 2024 and provides relevant information concerning the company's focus on developing targeted non-systemic therapies for gastrointestinal diseases. Entero plans to utilize the proceeds from this offering to continue its operations and fund its development programs, including the biologic Adrulipase, while addressing its financial challenges due to previous significant operating losses and the closure of certain programs. The document also outlines the status and implications of a recent merger with ImmunogenX, Inc. and subsequent rescission agreement to rescind aspects of the merger due to financial difficulties, indicating the company's precarious financial condition and ongoing efforts for stability. The anticipated closure date for transactions related to the rescission agreement is on or before June 30, 2025, subject to shareholder approval.

Additional details:

Shares Offered: 16666667


Pre Funded Warrants: 16666667


Offering Price: 0.36


Exercise Price: 0.0001


Monthly Cash Flow: negative


Cash And Equivalents 2024: 0.2


Accumulated Deficit 2024: 202.4


Net Loss 2024: 18.1


Net Loss 2023: 15.8


Anticipated Closing Date: 2025-06-30


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