Current Report Filing (8-k)
February 10 2021 - 5:07AM
Edgar (US Regulatory)
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): February 9, 2021
SYNTHETIC BIOLOGICS, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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001-12584
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13-3808303
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification
No.)
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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))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.001 per share
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SYN
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NYSE American
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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 1.01. Entry into a Material Definitive
Agreement.
On February 9, 2021, Synthetic Biologics, Inc. (the “Company”)
entered into an amended and restated the sales agreement with B. Riley Securities, Inc. (“B. Riley”) and A.G.P./Alliance
Global Partners (“AGP”) in order to include AGP as an additional sales agent for the Company’s “at the
market offering” program (the “Sales Agreement”). The Sales Agreement amended and restated the At
Market Issuance Sales Agreement, dated August 5, 2016, with B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.), as
amended by amendment no. 1, dated May 7, 2018, to the At Market Issuance Sales Agreement.
The description of the Sales Agreement
above does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a
copy of which is filed as Exhibit 1.1. to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 – Unregistered Sale
of Equity Securities.
On February 9, 2021, the Company, issued
1,851,149 shares of its common stock upon the conversion effected on such date by the holder of 23,533 shares of its Series A Convertible
Preferred Stock. As of the date hereof, there are 4,764 shares of Series A Convertible Preferred Stock outstanding.
The Company issued the shares of its common stock upon conversion
of the Series A Convertible Preferred Stock in reliance on the exemption from registration provided for under Section 3(a)(9) of
the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration
insofar as the security exchanged by the Company upon conversion was with an existing security holder and no commission or other
remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 8.01. Other Events.
On February 10, 2021, the Company will file a prospectus supplement
to its Registration Statement on Form S-3 (333-224728), which was declared effective on May 15, 2018 (the “Registration Statement”),
to update and amend certain information contained in the prospectus, dated May 15, 2018, relating to the offer and sale of shares
of the Company’s common stock from time to time through or directly to B. Riley and AGP, each acting as sales agent
or principal. Any such sales would be deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated
under the Securities Act pursuant to the Sales Agreement. As of February 9, 2021, the Company has sold an aggregate of 36,496,555
shares of common stock (on a post 2018 split basis) having an aggregate offering price of $33,602,155 under the Sales Agreement
pursuant to the Registration Statement. As of February 9, 2021, the Company had 72,685,015 shares of common stock outstanding,
after taking into account shares of common stock issued pursuant to warrant exercises, shares of common stock issued upon conversion
of preferred stock and sales in the Company’s “at the market offering.”
The opinion of the Company’s counsel
regarding the validity of the shares of common stock that will be issued pursuant to the Sales Agreement and the prospectus supplement
is filed herewith as Exhibit 5.1 and is incorporated by refence herein.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
Item 9.01. Financial Statements and Exhibits.
The following exhibits
are filed with this Current Report on Form 8-K.
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: February 10, 2021
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SYNTHETIC BIOLOGICS, INC.
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By:
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/s/ Steven A. Shallcross
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Name:
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Steven A. Shallcross
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Title:
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Chief Executive Officer and Chief Financial Officer
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