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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws.
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As previously announced,
on July 31, 2018, 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 one (1) share of common stock for every thirty-five (35) shares of common stock (the “Reverse Stock Split”).
The Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of
Nevada to effectuate the Reverse Stock Split on August 8, 2018. The Reverse Stock Split was effective as of 11:00 p.m. (Eastern
Time) on August 10, 2018 (the “Effective Time”) and the Company’s common stock will begin trading on the NYSE
American on a post-split basis when the market opens on August 13, 2018.
Split Adjustment; Treatment of Fractional
Shares
As a result of the
Reverse Stock Split, each thirty-five (35) 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 132,969,743 shares to 3,799,136 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 35, 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 meet the per share price requirements of the NYSE American, the Company’s current listing exchange.
If the Company’s common stock were to fall below $0.20 per share on a 30-trading-day average, it may become subject to the
continued listing evaluation and follow-up proceedings set forth in Section 1009 of the NYSE American Company Guide, which could,
among other things, result in noncompliance with certain NYSE American continued listing standards.
Certificated and Non-Certificated Shares
The Company’s
transfer agent, Corporate Stock Transfer, Inc. (“Corporate Stock Transfer”), is also acting as the exchange agent for
the Reverse Stock Split, will send instructions to stockholders of record who hold stock certificates regarding the exchange of
their old certificates for new certificates, should they wish to do so. Corporate Stock Transfer will issue a new stock certificate
reflecting the Reverse Stock Split to each requesting stockholder. Stockholders who hold their shares in brokerage accounts or
“street name” are not required to take action to effect the exchange of their share, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage accounts.
All book-entry or
other electronic positions representing issued and outstanding shares of the Company’s common stock will be automatically
adjusted. Those stockholders holding common stock in “street name” will receive instructions from their brokers.
Capitalization; Adjustment of Outstanding
Securities
The Reverse Stock
Split did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common
stock.
In addition, pursuant
to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all
of the Company’s outstanding shares of preferred stock and stock options and warrants to purchase shares of common stock,
and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans will be reduced
proportionately.
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 87164U 201.
Certificate of Change
The above description
of the Certificate of Change and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety
by reference to the Certificate of Change, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State
of the State of Nevada on August 8, 2018 (effective as of August 10, 2018).