Amended Current Report Filing (8-k/a)
February 12 2021 - 6:11PM
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 29, 2021
SYNTHETIC
BIOLOGICS, INC.
(Exact name of registrant as specified in
its charter)
Nevada
|
|
001-12584
|
|
13-3808303
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer Identification
No.)
|
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):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
Common stock, par value $0.001 per share
|
SYN
|
NYSE American
|
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”)
is filing this Form 8-K/A solely to amend the incorrect item number referenced on the EDGAR submission data file cover page in
the original Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2021 (the “Original
Filing”). The Original Filing incorrectly referenced “Item 2.02. Results of Operations and Financial Condition”
rather than “Item 3.02. Unregistered Sale of Equity Securities” with respect to the disclosure by the Company in the
Original Filing. For the convenience of the reader, this Form 8-K/A amends and restates the Original Filing Correctly.
Item 3.02 – Unregistered Sale
of Equity Securities.
On January 29, 2021, Synthetic Biologics,
Inc., a Nevada corporation (the “Company”), issued 3,160,000 shares of its common stock upon the conversion effected
on such date by a holder of 47,400 shares of its Series A Convertible Preferred Stock.
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 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.
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 12, 2021
|
SYNTHETIC BIOLOGICS, INC.
|
|
|
|
|
|
By:
|
/s/ Steven A. Shallcross
|
|
|
Name:
|
Steven A. Shallcross
|
|
|
Title:
|
Chief Executive Officer
and Chief Financial Officer
|
Synthetic Biologics (AMEX:SYN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Synthetic Biologics (AMEX:SYN)
Historical Stock Chart
From Sep 2023 to Sep 2024