Current Report Filing (8-k)
November 27 2019 - 4:31PM
Edgar (US Regulatory)
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): November 25, 2019
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, MD 20850
(Address of principal executive offices
and zip code)
Registrant’s telephone number, including
area code: (301) 417-4364
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 3.01. Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 25, 2019, Synthetic Biologics,
Inc. (the “Company”) received notification (the “Deficiency Letter”) from the NYSE (the “NYSE”)
that it was not in compliance with certain NYSE American continued listing standards relating to stockholders’ equity as
of September 30, 2019. Specifically, the Deficiency Letter stated that the Company is not in compliance with Section 1003(a)(iii)
(requiring stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations and/or net losses
in its five most recent fiscal years). The Deficiency Letter noted that the Company had a stockholders’ equity of $4.9 million
as of September 30, 2019, and has reported net losses in its five most recent fiscal years. The Company is required to submit a
plan to the NYSE American by December 26, 2019 advising of actions it has taken or will take to regain compliance with the continued
listing standards by November 25, 2020. The Company intends to submit a plan by the December 26, 2019 deadline. If the Company
fails to submit a plan, or if the Company’s plan is not accepted or if the Company fails to regain compliance by the deadline,
the NYSE American may commence delisting procedures.
The Company’s common stock will continue
to be listed on the NYSE American while it attempts to regain compliance with the listing standards noted, subject to the Company’s
compliance with other continued listing requirements. The Company’s common stock will continue to trade under the symbol
“SYN,” but will have an added designation of “.BC” to indicate that the Company is not in compliance with
the NYSE American’s listing standards. The NYSE American notification does not affect the Company’s business operations
or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material
agreements.
The Company issued a press release on November
27, 2019, announcing that it had received the notice of noncompliance. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
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: November 27, 2019
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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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