Current Report Filing (8-k)
July 15 2022 - 8:07AM
Edgar (US Regulatory)
0000894158
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12/31
0000894158
2022-07-11
2022-07-11
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 11, 2022
SYNTHETIC BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-12584 |
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13-3808303 |
(State or other jurisdiction of
incorporation) |
|
(Commission File No.) |
|
(IRS Employer Identification
No.) |
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
(Address of principal executive offices and zip
code)
(301) 417-4364
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $0.001 per share |
SYN |
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.03 |
Material Modification to Rights of Security Holders. |
On July 11, 2022, the Board of Directors of Synthetic
Biologics, Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued
and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-10. On July 15, 2022, the Company issued a press
release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1.
Item 5.03. |
Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year. |
Reverse Split
On July 11, 2022, the
Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common
stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every ten (10) shares of common stock (the “Reverse
Stock Split”). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on July 25, 2022.
Split Adjustment;
Treatment of Fractional Shares
As a result of the Reverse
Stock Split, each ten (10) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock
without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 158,437,840 shares
to 15,843,784 shares (subject to rounding of fractional shares).
No fractional shares
will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because
they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 10, will, in lieu of
a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of
the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse
Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration
will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
NYSE American Compliance
The Reverse Stock Split
is being effected to is being effected to ensure that the Company can meet the per
share price requirements of the NYSE American, the Company's current listing exchange.
Trading Symbol; New
CUSIP
After the Reverse Stock
Split, the trading symbol for the Company’s common stock will continue to be “SYN.” The new CUSIP number for the Company’s
common stock following the Reverse Stock Split is 87164U409.
Amended and Restated Bylaws
On July 11, 2022, the Board of Directors of the
Company amended and restated the Company’s by-laws (the “Amended By-laws”), effective immediately in order to amend
the quorum requirement of Article 1.05 of the by-laws, such that except where otherwise provided by law, the presence in person or by
proxy of the holders of shares of stock having one-third (1/3) of the voting power of the shares of stock entitled to vote at the meeting
shall constitute a quorum for the transaction of business at all meetings of the stockholders.
The foregoing description is qualified in its
entirety by the Amended By-laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
On July 15, 2022, the
Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July 15, 2022 |
SYNTHETIC BIOLOGICS, INC. |
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By: |
/s/ Steven A. Shallcross |
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Name: |
Steven A. Shallcross |
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Title: |
Chief Executive Officer
and Chief Financial Officer |
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