Current Report Filing (8-k)
November 17 2020 - 5:25PM
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): November 17, 2020
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 8.01. Other Events.
On November 17, 2020, Synthetic Biologics,
Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 (333-224728), which was
declared effective on May 15, 2018, 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 Securities, Inc. (formerly known as B. Riley FBR, Inc.), acting as sales agent or principal.
Any such sales would be deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended, pursuant to an At Market Issuance Sales Agreement, dated August 5, 2016, with B. Riley, as amended
by amendment no. 1, dated May 7, 2018 (the “Sales Agreement”). As
of November 17, 2020, the Company has sold an aggregate of 3,545,831 shares of common stock
(on a post 2018 split basis) having an aggregate offering price of $12,496,747 under the Sales Agreement.
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.
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 reference herein.
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: November 17, 2020
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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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