Form 8-K - Current report

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): August 8, 2024

   

SYNLOGIC, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37566	26-1824804
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PO Box 30
Winchester, Massachusetts		01890
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (617) 401-9975

   

    Not applicable

   

(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	SYBX	The NASDAQ Capital Market
Preferred Stock Purchase Rights	N/A	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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 2.02 Results of Operations and Financial Condition.

On August 8, 2024, Synlogic, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
99.1		Press Release dated August 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 thereunto duly authorized.


Date: August 8, 2024	Synlogic, Inc.
	By:	/s/ Antoine Awad
	Name: Title:	Antoine Awad Principal Executive Officer

Exhibit 99.1

Synlogic Reports Second Quarter 2024 Financial Results

Winchester, Mass. August 8, 2024 – Synlogic, Inc. (Nasdaq: SYBX), a biopharmaceutical company advancing novel therapeutics to transform the care of serious diseases, today reported financial results for the second quarter 2024 and provided a corporate update.

In March 2024, the Company retained Lucid Capital Markets, LLC to act as its financial advisor to explore and evaluate strategic options for maximizing shareholder value. Potential strategic alternatives that may be explored or evaluated as part of this process include the potential for an acquisition, merger, business combination or other strategic transaction involving the Company. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic options at this time. There can be no assurance, however, that this process will result in any such transaction.

Second Quarter 2024 Financial Results

As of June 30, 2024 Synlogic had cash and cash equivalents of $20.0 million.

There was no revenue for the three months ended June 30, 2024, compared to $35 thousand for the corresponding period in 2023. Revenue for the three months ended June 30, 2023 was associated with the prior research collaboration with Roche.

Research and development expenses were $2.2 million for the three months ended June 30, 2024, compared to $11.8 million for the corresponding period in 2023.

General and administrative expenses for the three months ended June 30, 2024 were $1.2 million compared to $3.9 million for the corresponding period in 2023.

There was a gain on restructuring charges of $3.8 million for the three months ended June 30, 2024. The restructuring and other charges were a result of the Company’s decision in February 2024 to discontinue Synpheny-3, its pivotal study of labafenogene marselecobac (SYNB1934) in phenylketonuria (PKU) and evaluate strategic options for the Company. The restructuring gain was primarily due to the lease termination and the sale of property and equipment, offset by severance expense relating to the reduction in workforce, and accelerated stock compensation expense.

For the three months ended June 30, 2024 Synlogic reported a consolidated net income of $2.0 million, or $0.16 per share, due to the gain on restructuring for the lease termination, compared to a consolidated net loss of $(15.0) million, or $(3.21) per share, for the corresponding period in 2023.

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About Synlogic

Synlogic is a biopharmaceutical company advancing novel therapeutics to transform the care of serious diseases in need of new treatment options. Synlogic designs, develops and manufactures these drug candidates, which are produced by applying precision genetic engineering to well-characterized probiotics.

Forward Looking Statements

This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, clinical development plans, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. In addition, when or if used in this press release, the words "may," "could," "should," "anticipate," "believe," "look forward," "estimate," "expect," “focused on,” "intend," "on track, " "plan," "predict" and similar expressions and their variants, as they relate to Synlogic, may identify forward-looking statements. Actual results could differ materially from those contained in any forward-looking statements as a result of various factors, including: the Company may not execute on its planned exploration and evaluation of strategic alternatives; the availability of suitable third parties with which to conduct contemplated strategic transactions; the risk that the Company's reduction in force efforts may not generate their intended benefits to the extent or as quickly as anticipated; and the risk that the Company's reduction in force efforts may negatively impact the Company's business operations and reputation as well as those risks identified under the heading "Risk Factors" in Synlogic's filings with the U.S. Securities and Exchange Commission. The forward-looking statements contained in this press release reflect Synlogic's current views with respect to future events. Synlogic anticipates that subsequent events and developments will cause its views to change. However, while Synlogic may elect to update these forward-looking statements in the future, Synlogic specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Synlogic's view as of any date subsequent to the date hereof.

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Contact: info@synlogictx.com

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Synlogic, Inc.

Condensed Consolidated Statements of Operations

(unaudited)



(in thousands, except share and per share data)		For the Three Months Ended June 30						For the Six Months Ended June 30
		2024			2023			2024				2023

Revenue		$	—		$	35		$	8			$	209

Operating expenses
	Research and development		2,197			11,765			9,877				24,215
	General and administrative		1,179			3,924			4,063				7,891
	Restructuring and other charges		(3,795	)		—			24,494		-		—
Total operating expenses			(419	)		15,689			38,434				32,106
Income (loss) from operations			419			(15,654	)		(38,426	)			(31,897	)
Total other income, net			1,598			615			8,879				1,236
Income (loss) before income taxes			2,017			(15,039	)		(29,547	)			(30,661	)
Income tax expense			(5	)		(9	)		(5	)			(9	)
Net income (loss)		$	2,012		$	(15,048	)	$	(29,552	)		$	(30,670	)

Net income (loss) per share - basic and diluted		$	0.16		$	(3.21	)	$	(2.43	)		$	(6.61	)
Weighted-average common shares - basic			12,203,956			4,681,287			12,168,081				4,643,422
Weighted-average common shares - diluted			12,399,068			4,681,287			12,168,081				4,643,422

Synlogic, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


(in thousands, except share data)
		June 30, 2024		December 31, 2023
Assets
	Cash, cash equivalents & marketable securities	$	19,966	$	47,746
	Property and equipment, net		—		5,603
	Other assets		1,669		22,201
Total assets		$	21,635	$	75,550

Liabilities and stockholders' equity
	Current liabilities	$	5,652	$	20,404
	Long-term liabilities		—		12,491
	Total liabilities		5,652		32,895
	Total stockholders' equity		15,983		42,655

Total liabilities and stockholders' equity		$	21,635	$	75,550

Common stock and common stock equivalents
	Common stock		11,698,989		9,186,157
	Common stock warrants (pre-funded)		722,183		2,973,183
Total common stock			12,421,172		12,159,340

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Document And Entity Information	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	SYNLOGIC, INC.
Entity Central Index Key	0001527599
Entity Emerging Growth Company	false
Entity File Number	001-37566
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1824804
Entity Address, Address Line One	PO Box 30
Entity Address, City or Town	Winchester
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01890
City Area Code	(617)
Local Phone Number	401-9975
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SYBX
Security Exchange Name	NASDAQ