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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 14, 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. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

   

On October 14, 2021, Synthetic Biologics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which had been adjourned twice. At the Annual Meeting, the Company’s stockholders voted on the following four (4) proposals and cast their votes as described below.  These matters are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on August 16, 2021 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).

 

The final results for Proposals 1, 2, 3 and 4 as set forth in the Definitive Proxy Statement are as follows:

 

Proposal 1 — Election of Directors

 

The following four (4) individuals were elected as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly elected and qualified with the following votes:

  

Name of Director   Votes For     Withheld     Broker Non-Votes  
Jeffrey J. Kraws     20,918,855       14,514,757       31,927,781  
Steven A. Shallcross     23,667,941       11,765,671       31,927,781  
John Monahan     23,662,496       11,771,116       31,927,781  
Jeffrey Wolf     21,810,401       13,623,211       31,927,781  

 

Proposal 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021

 

The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 based on the votes listed below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
59,388,791   5,632,624   2,339,978   0

 

Proposal 3 — Approval of an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000

 

The stockholders did not approve this proposal to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000 based on the votes listed below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
41,677,676   24,148,841   1,534,876   0

 

Proposal 4 — Authorization of an adjournment of the 2021 Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.

 

The stockholders approved the authorization of an adjournment of the 2021 Annual Meeting based on the votes listed below; however, the Board of Directors determined not to adjourn the 2021 Annual Meeting of Stockholders to solicit additional proxies in favor of Proposal 3:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
47,294,294   17,302,032   2,765,067   0

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit
Number
  Description
     
104   Cover Page Interactive Data File (embedded within the XBRL document)

 

 

 

 

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 14, 2021 SYNTHETIC BIOLOGICS, INC.
       
       
  By: /s/ Steven A. Shallcross
    Name: Steven A. Shallcross
    Title:

Chief Executive Officer

and Chief Financial Officer

 

 

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