Item 3.03 Material Modification to Rights of Security Holders.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. Reverse Split
On
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 158,437,840 shares to 15,843,784 shares (subject to rounding of fractional shares).
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 10, will, in lieu of a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
NYSE American Compliance
The Reverse Stock Split is being effected to is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listing exchange.
Trading Symbol; New CUSIP
After the Reverse Stock Split, the trading symbol for the Company's common stock will continue to be "SYN." The new CUSIP number for the Company's common stock following the Reverse Stock Split is 87164U409.
Amended and Restated Bylaws
On
The foregoing description is qualified in its entirety by the Amended By-laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-laws ofSynthetic Biologics, Inc. 99.1 Press Release datedJuly 15, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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