Current Report Filing (8-k)
07 1월 2021 - 7:28AM
Edgar (US Regulatory)
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): January 6, 2021
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, 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):
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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 8.01. Other Events.
On January 6, 2021, Synthetic
Biologics, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3
(333-224728), which was declared effective on May 15, 2018, to update and amend certain
information contained in the prospectus, dated May 15, 2018, relating to the offer and sale of shares of the Company’s
common stock from time to time through or directly to B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.),
acting as sales agent or principal. Any such sales would be deemed to be “at the market offerings” as defined in
Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, pursuant to an At Market Issuance Sales
Agreement, dated August 5, 2016, with B. Riley, as amended by amendment no. 1, dated May 7, 2018 (the “Sales
Agreement”). As of January 6, 2021, the Company has sold
an aggregate of 12,802,366 shares of common stock (on a post 2018 split basis) having an aggregate offering price of
$15,942,452 under the Sales Agreement. As of January 6, 2021, the Company
had 36,954,708 shares of common stock outstanding, after taking into account 6,858,696 shares of common stock issued
pursuant to warrant exercises and 996,522 shares of common stock issued upon conversion of preferred stock.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
The opinion of the Company’s counsel
regarding the validity of the shares of common stock that will be issued pursuant to the Sales Agreement and the prospectus supplement
is filed herewith as Exhibit 5.1 and is incorporated by refence herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibits
are filed with this Current Report on Form 8-K.
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: January 6, 2021
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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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Synthetic Biologics (AMEX:SYN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Synthetic Biologics (AMEX:SYN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024