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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):
September 30, 2022
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Amendment to 2020 Stock Incentive Plan
On September 30, 2022, Synthetic Biologics, Inc. (the “Company”)
held its 2022 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders
approved amendment (“Amendment No. 1”) to the Company’s 2020 Stock
Incentive Plan (the “2020 Stock Incentive Plan”) to increase the
number of shares of common stock that the Company will have
authority to grant under the 2020 Stock Incentive Plan by an
additional 6,600,000 shares of common stock. A description of the
2020 Stock Incentive Plan, as amended, is set forth in the
Company’s definitive proxy statement on Schedule 14A for the Annual
Meeting, which was filed on August 16, 2022 with the Securities and
Exchange Commission (the “Definitive Proxy Statement”), in the
section entitled “PROPOSAL 3—APPROVAL OF AN AMENDMENT TO THE
COMPANY’S 2020 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER
THE PLAN FROM 400,000 TO 7,000,000 AND TO INCREASE THE ANNUAL
NON-EMPLOYEE DIRECTOR GRANT LIMIT TO 1,000,000 SHARES OF COMMON
STOCK”, which is incorporated herein by reference. The description
of Amendment No. 1 is qualified in its entirety by reference to the
full text of Amendment No. 1, a copy of which is included as an
exhibit to this Current Report on Form 8-K and attached to the
Definitive Proxy Statement as Appendix C.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On September 30, 2022, the Company held the Annual Meeting where
the Company’s stockholders voted on the following seven (7)
proposals and cast their votes as described below. These matters
are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5, 6 and 7 as set forth
in the Definitive Proxy Statement were 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 |
|
3,480,431 |
|
1,681,131 |
|
3,773,481 |
| John
Monahan |
|
3,937,920 |
|
1,223,642 |
|
3,773,481 |
| Steven
A. Shallcross |
|
4,400,101 |
|
761,461 |
|
3,773,481 |
|
Jeffrey Wolf |
|
3,455,545 |
|
1,706,017 |
|
3,773,481 |
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,
2022.
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, 2022 based on the votes listed
below:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,191,718 |
|
399,908 |
|
343,417 |
|
0 |
Proposal 3 — Approval of
an Amendment to the Company’s 2020 Stock Incentive Plan.
As further described above in Item 5.02 of this Current Report on
Form 8-K, the stockholders approved and adopted Amendment No. 1 to
the 2020 Stock Incentive Plan, which amendment increased the number
of shares of common stock that the Company will have authority to
grant under the 2020 Stock Incentive Plan from 400,000 to 7,000,000
shares of common stock. As a result, a maximum of 7,000,000
shares of common stock may be issued under the 2020 Stock Incentive
Plan, as amended. The results of the voting for this approved
proposal were as follows:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,250,987 |
|
1,894,001 |
|
16,574 |
|
3,773,481 |
Proposal 4 — Approval, on
an advisory basis, of the compensation of our named executive
officers.
The stockholders approved the compensation of our named executive
officers, on an advisory basis, based on the votes listed
below:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,689,085 |
|
1,443,633 |
|
28,844 |
|
3,773,481 |
Proposal 5 — Approval of
an amendment to the Articles of Incorporation to change the name of
the Company to “Theriva Biologics, Inc.”
The stockholders approved the amendment to the Articles of
Incorporation to change the name of the Company to Theriva
Biologics, Inc. based on the votes listed below:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 1,809,006,717 |
|
201,259,567 |
|
218,054 |
|
0 |
Proposal 6 — Approval of
an amendment to the Articles of Incorporation to increase the
number of authorized shares of common stock from 20,000,000 to
350,000,000.
The stockholders approved the amendment to the Articles of
Incorporation to increase the number of authorized shares of common
stock from 20,000,000 to 350,000,000 based on the votes listed
below:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 1,363,490,126 |
|
646,929,043 |
|
65,169 |
|
0 |
Proposal 7 — Authorization
of an adjournment of the 2022 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 6.
The stockholders approved the authorization of an adjournment of
the Annual Meeting based on the votes listed below; however, the
Board of Directors determined not to adjourn the Annual Meeting to
solicit additional proxies in favor of Proposal 6:
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 1,495,642,309 |
|
514,617,846 |
|
224,183 |
|
0 |
For more information about the foregoing proposals, see the
Definitive Proxy Statement for the 2022 Annual Meeting of
Stockholders. At the Annual Meeting, there were, represented in
person or by proxy, 8,935,043 shares of common stock representing
56.39% of the voting power on the record date with respect to
Proposals numbers 1, 2, 3 and 4 and shares of common stock, Series
C Preferred Stock and Series D Preferred Stock representing
2,017,647,618 votes, or approximately 99.72% of the voting power on
the record date with respect to Proposals 5, 6 and 7. As previously
described in the Definitive Proxy Statement, the shares of
Series C Preferred Stock are entitled to an aggregate of
1,803,279 votes (6.55737705 votes per share) and the shares of
Series D Preferred Stock are entitled to an aggregate of
2,000,000,000 votes (20,000 votes per share) solely with respect to
Proposals 5, 6 and 7, and no other voting rights except as required
by law or as set forth in the Certificate of Designation for the
Series C and Series D Preferred Stock.
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:
October 3, 2022 |
SYNTHETIC
BIOLOGICS, INC. |
| |
|
|
|
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By: |
/s/
Steven A. Shallcross |
| |
|
Name: |
Steven
A. Shallcross |
| |
|
Title: |
Chief Executive Officer
and Chief Financial Officer
|
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