ROCKVILLE, Md., Oct. 11, 2018 /PRNewswire/ -- Synthetic
Biologics, Inc. (NYSE American: SYN) ("Synthetic Biologics" or the
"Company"), a late-stage clinical company focused on developing
therapeutics designed to preserve the microbiome to protect and
restore the health of patients, announced today the pricing of an
underwritten public offering with expected total gross proceeds of
$18,000,000 before deducting
underwriting discounts, commissions and other offering expenses
payable by the Company. The Company expects to use the net
proceeds from this offering to fund its and its subsidiaries'
preclinical and clinical programs and for working capital and
general corporate purposes, including to acquire, license or invest
in complementary businesses, technologies, product candidates or
other intellectual property.
The securities offered by the Company consist of (i) Class A
Units consisting of 2,520,000 shares of Common Stock and Warrants
to purchase 2,520,000 shares of Common Stock at a combined price of
$1.15, and (ii) Class B Units
consisting of 15,102 shares of Series B Convertible Preferred
Stock, with a stated value of $1,000
per share, and convertible into an aggregate of 13,132,173 shares
of Common Stock, and Warrants to purchase 13,132,173 shares of
Common Stock. The Warrants will have an exercise price of
$1.38, will be exercisable upon
issuance and will expire five years from the date of issuance. The
Company has granted the underwriters a 45-day option to purchase
additional shares of Common Stock and/or additional Warrants to
purchase shares of Common Stock, in amounts up to 15% of the Common
Stock, Warrants and/or Common Stock issuable upon conversion of the
Series B Convertible Preferred Stock included in the Class B Units
sold in the offering. The shares of Common Stock and the
accompanying Warrants included in the Class A Units and Class B
Units can only be purchased together in this offering but will be
issued separately and will be immediately separable upon
issuance.
The offering is expected to close on October 15, 2018, subject to customary closing
conditions.
A.G.P./Alliance Global Partners is acting as the sole
book-running manager for the offering.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission (the "SEC") and
was declared effective on October 10,
2018.
The offering is being made only by means of a prospectus forming
part of the effective registration statement. A copy of the
prospectus relating to the offering may be obtained, when
available, by contacting A.G.P./Alliance Global Partners, 590
Madison Avenue, 36th Floor, New York,
NY 10022 or via telephone at 212-624-2006 or email:
prospectus@allianceg.com. Investors may also obtain these
documents at no cost by visiting the SEC's website at
http://www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Synthetic Biologics, Inc.
Synthetic Biologics, Inc. (NYSE American: SYN) is a late-stage
clinical company focused on developing therapeutics designed to
preserve the microbiome to protect and restore the health of
patients. The Company's lead candidates poised for Phase 3
development are: (1) SYN-004 (ribaxamase) which is designed to
protect the gut microbiome from the effects of certain commonly
used intravenous (IV) beta-lactam antibiotics for the prevention of
C. difficile infection (CDI), overgrowth of pathogenic
organisms and the emergence of antimicrobial resistance (AMR), and
(2) SYN-010 which is intended to reduce the impact of methane
producing organisms in the gut microbiome to treat an underlying
cause of irritable bowel syndrome with constipation (IBS-C). The
Company's preclinical pursuits include an oral formulation of the
enzyme intestinal alkaline phosphatase (IAP) to treat both local GI
and systemic diseases as well as monoclonal antibody therapies for
the prevention and treatment of pertussis, and novel discovery
stage biotherapeutics for the treatment of phenylketonuria (PKU).
For more information, please visit Synthetic Biologics' website at
www.syntheticbiologics.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. In some cases, forward-looking statements can be identified
by terminology such as "may," "should," "potential," "continue,"
"expects," "anticipates," "intends," "plans," "believes,"
"estimates," and similar expressions. These statements are based
upon current beliefs, expectations and assumptions and are subject
to a number of risks and uncertainties, many of which are difficult
to predict and include statements with respect to this offering and
the successful execution of the Company's business strategy,
including its intended use of proceeds from this offering. These
forward-looking statements are based upon management's beliefs,
expectations and assumptions as of the date of this press release
and are subject to a number of substantial risks and uncertainties,
many of which are difficult to predict and could cause actual
results to differ materially and adversely from current beliefs,
expectations and assumptions from those set forth, projected or
implied by any such forward-looking statements. Important factors
that could cause actual results to differ materially from those
reflected in Synthetic Biologics' forward-looking statements
include, among others, market conditions and the satisfaction of
customary closing conditions related to the proposed public
offering, including the underwriter's exercise of their option to
purchase additional securities, as well as risks and uncertainties
associated with the Company's business and finances in general,
including Synthetic Biologics' ability to regain
compliance with the continued listing standards of the NYSE
American by September 2, 2019,
Synthetic Biologics' ability to comply with other continued listing
requirements of the NYSE American, the ability of its product
candidates to demonstrate safety and effectiveness, as well as
results that are consistent with prior results, Synthetic
Biologics' clinical trials enrolling as expected, a failure to
receive the necessary regulatory approvals for commercialization of
Synthetic Biologics' therapeutics, including approval of proposed
trial designs, a failure of Synthetic Biologics' clinical trials,
and those conducted by investigators, for its product candidates to
be commenced or completed on time or to achieve desired results and
benefits, a failure of Synthetic Biologics' clinical trials to
enroll patients as expected or receive anticipated funding, a
failure of Synthetic Biologics to successfully develop, market or
sell its products, Synthetic Biologics' inability to maintain its
material licensing agreements, or a failure by Synthetic Biologics
or its strategic partners to successfully commercialize products,
Synthetic Biologics' ability to achieve acceptance of its product
candidates in the marketplace and the successful development,
marketing or sale of Synthetic Biologics' products by competitors
that render Synthetic Biologics' products obsolete or
non-competitive, the continued maintenance and growth of Synthetic
Biologics' patent estate, Synthetic Biologics becoming and
remaining profitable, Synthetic Biologics' ability to obtain or
maintain the capital or grants necessary to fund its research and
development activities, a loss of any of Synthetic Biologics' key
scientists or management personnel and the other risk
factors described in the preliminary prospectus relating to
this offering and the risk factors incorporated by reference
therein from Synthetic Biologics' most recent annual report on Form
10-K that was filed with the U.S. Securities and Exchange
Commission (SEC) on February 22,
2018, and its other filings with the SEC, including
subsequent periodic reports on Forms 10-Q and 8-K. The
information in this release is provided only as of the date of this
release, and Synthetic Biologics undertakes no obligation to update
any forward-looking statements contained in this release on account
of new information, future events, or otherwise, except as required
by law.
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SOURCE Synthetic Biologics, Inc.