Amended Current Report Filing (8-k/a)
February 01 2021 - 9:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
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. ¨
Explanatory Note
Synthetic Biologics, Inc. (the
“Company’) filed a Current Report on Form 8-K on January 27, 2021 (the “Original Report”). This
Amendment No. 1 on Form 8-K/A is being filed solely to add Item 5.07 below, update the information in Section 8.01 and file
the filed - stamped copy of the exhibit.
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 hereto.
Item 5.07. Submission of Matter to a
Vote of Security Holders
On January 27, 2021, the holder of all
of the outstanding shares of the Company’s Series A Preferred Series A Convertible Preferred Stock acting by written
consent approved the Amendment.
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 January 27, 2021. As of the date of this Current Report on Form 8-K/A, the Company has 63,459,822 shares of common
stock outstanding.
Item 9.01. Financial Statements
and Exhibits.
The following exhibit
is filed with this Current Report on Form 8-K/A:
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 1, 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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