Current Report Filing (8-k)
October 06 2021 - 4:36PM
Edgar (US Regulatory)
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2021-10-06
2021-10-06
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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): October 6, 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 8.01. Other Events.
On October 6, 2021, Synthetic
Biologics, Inc. (the “Company”) reconvened its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At
that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute
a quorum. As a result, the Company determined to adjourn the Annual Meeting for a second time, which
will reconvene at 9:30 a.m. Eastern Time on Thursday, October 14, 2021 at the Company’s corporate headquarters located
at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850.
The record date for the
Annual Meeting remains August 9, 2021. Stockholders of the Company who have previously submitted their proxy or otherwise voted and
who do not want to change their vote do not need to take any action.
No changes have been
made in the proposals to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of its stockholders to
read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the
“SEC”) on August 16, 2021 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting,
which are available free of charge on the SEC’s website at www.sec.gov.
During the current adjournment, the Company will
continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. As set forth in the Proxy
Statement, the Company has engaged a proxy solicitor, D.F. King & Co., Inc. to assist management with obtaining adequate votes to
achieve the required quorum of at least a majority of the outstanding shares of the Company’s common stock.
On October 6, 2021, the
Company issued a press release to announce the second adjournment, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
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: October 6, 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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