Amended Current Report Filing (8-k/a)
September 26 2017 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
(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): August 25, 2017
SYNLOGIC, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-37566
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26-1824804
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(Commission File No.)
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(IRS Employer Identification No.)
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Synlogic, Inc.
200 Sidney St., Suite 320
Cambridge, MA 02139
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (617)
401-9947
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:
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark 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
On August 28, 2017, Mirna Therapeutics, Inc., a Delaware corporation now known as Synlogic, Inc. (the Company) completed its
merger with privately-held Synlogic, Inc. (Private Synlogic) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated May 15, 2017, whereby one of the Companys wholly owned subsidiaries merged
with and into Private Synlogic, with Private Synlogic surviving as the Companys wholly owned subsidiary (the Merger). In connection with the Merger, the Company changed its name from Mirna Therapeutics, Inc. to Synlogic, Inc.
On August 28, 2017, the Company filed a Current Report on Form
8-K
(the Original Form
8-K)
reporting, among other items, the consummation of the Merger. This Amendment No. 1 to Current Report on Form
8-K
amends the Original Form
8-K
to include the historical audited and unaudited financial statements of Private Synlogic and the pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Current Report on Form
8-K
that were excluded from the Original Form
8-K
in reliance on the instructions to such Items.
For the general information of investors, the Company is filing herewith
information that was previously disclosed as part of the prospectus contained in the Form
S-4
registration statement (File
No. 333-218885)
relating to the Merger,
as declared effective by the SEC on July 13, 2017. Specifically, filed herewith as Exhibits 99.1 and 99.2, respectively, are excerpts of the Synlogic Business and Risk Factors sections thereof, which are incorporated by
reference herein. Such information is as of July 13, 2017 (unless an earlier date is indicated).
Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
The audited financial statements of Private Synlogic as of and for the years ended December 31, 2016 and 2015, are filed herewith as
Exhibit 99.3. The unaudited financial statements of Private Synlogic as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016, are filed herewith as Exhibit 99.4. The consent of KPMG LLP, Private Synlogics
independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form
8-K.
(b) Pro forma financial information.
The
unaudited pro forma condensed combined financial information of the Company and Private Synlogic as of and for the year ended December 31, 2016 and as of and for the six months ended June 30, 2017 are filed herewith as Exhibit 99.5.
(d) 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.
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SYNLOGIC, INC.
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By:
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/s/ Todd Shegog
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Name:
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Todd Shegog
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Title:
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Chief Financial Officer and Secretary
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Dated: September 26, 2017
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