ROCKVILLE, Md., Oct. 15, 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 closing of its
previously announced underwritten public offering with expected
total gross proceeds of approximately $18,639,000 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 per Class A Unit, and (ii)
Class B Units consisting of 15,723 shares of Series B Convertible
Preferred Stock, with a stated value of $1,000 per share, and convertible into an
aggregate of 13,672,173 shares of Common Stock, and Warrants to
purchase 13,672,173 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 granted the underwriters a 45-day option
to purchase up to 2,428,825 shares of Common Stock and/or
additional Warrants to purchase up to 2,428,825 additional shares
of Common Stock, which is 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 underwriters partially exercised the over-allotment option by
electing to purchase from the Company additional Warrants to
purchase 1,807,826 shares of Common Stock. The offering,
including the Warrants purchased in the partial exercise of the
over-allotment option, closed on October 15,
2018.
A.G.P./Alliance Global Partners acted as the sole book-running
manager for the offering.
The offering was made pursuant to an effective registration
statement on Form S-1 (No. 333-227400) previously filed with the
U.S. Securities and Exchange Commission (the "SEC") and declared
effective on October 10, 2018. A
final prospectus relating to the offering was filed with the SEC on
October 12, 2018 and is available on
the SEC's website located at http://www.sec.gov. Electronic copies
of the preliminary prospectus and the final prospectus 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.
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, 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.