Item 3.02 - Unregistered Sale of Equity Securities.

On January 29, 2021, Synthetic Biologics, Inc., a Nevada corporation (the "Company"), issued 3,160,000 shares of its common stock upon the conversion effected on such date by a holder of 47,400 shares of its Series A Convertible Preferred Stock.

The Company issued the shares of its common stock upon conversion of the Series A Convertible Preferred Stock in reliance on the exemption from registration provided for under Section 3(a)(9) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration insofar as the security exchanged by the Company upon conversion was with an existing security holder and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

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