Current Report Filing (8-k)
January 27 2021 - 5:29PM
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): January 27, 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 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On January 27, 2021, the Company filed
a Certificate of Amendment to the Certificate of Designation for its Series A Convertible Preferred Stock (the “Certificate
of Amendment”) with the Secretary of State of the State of Nevada that adjusted the conversion price from $18.90 per share
to $1.50 per share and removed the redemption upon change of control.
The foregoing description of the Certificate
of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On January 27, 2021, the Company received notice from the
holder of the Series A Preferred Stock that it was increasing the Maximum Percentage (as such term is defined in the Certificate
of Designation for the Series A Convertible Preferred Stock) from 4.99% to 9.99%, such increase to be effective 61 days from
the date hereof. As of the date of this Current Report on Form 8-K, the Company has 60,299,822 shares of common stock outstanding.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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The following exhibits
are filed with this Current Report on Form 8-K.
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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: January 27, 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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