Item 8.01. Other Events.
On January 19, 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 (the "Registration Statement"), 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
15, 2021, the Company has sold an aggregate of 26,009,427 shares of common stock
(on a post 2018 split basis) having an aggregate offering price of $24,780,844
under the Sales Agreement pursuant to the Registration Statement. As of January
15, 2021, the Company had 53,669,733 shares of common stock outstanding, after
taking into account 10,276,660 shares of common stock issued pursuant to warrant
exercises and 996,522 shares of common stock issued upon conversion of preferred
stock and sales in "at the market offerings".
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.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit
Number Description
5.1 Opinion of Parsons Behle & Latimer
23.1 Consent of Parsons Behle & Latimer (included in Exhibit 5.1 hereof)
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