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): October 14, 2021
SYNTHETIC BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-12584 | 13-3808303 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
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):
| ¨ | 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 | SYN | NYSE American |
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 5.07. Submission of Matters to a Vote of Security Holders.
On October 14, 2021, Synthetic Biologics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which had been adjourned twice. At the Annual Meeting, the Company’s stockholders voted on the following four (4) proposals and cast their votes as described below. These matters are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on August 16, 2021 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).
The final results for Proposals 1, 2, 3 and 4 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 — Election of Directors
The following four (4) individuals were elected as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||||||||
| Jeffrey J. Kraws | 20,918,855 | 14,514,757 | 31,927,781 | |||||||||
| Steven A. Shallcross | 23,667,941 | 11,765,671 | 31,927,781 | |||||||||
| John Monahan | 23,662,496 | 11,771,116 | 31,927,781 | |||||||||
| Jeffrey Wolf | 21,810,401 | 13,623,211 | 31,927,781 | |||||||||
Proposal 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021
The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 59,388,791 | 5,632,624 | 2,339,978 | 0 |
Proposal 3 — Approval of an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000
The stockholders did not approve this proposal to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 41,677,676 | 24,148,841 | 1,534,876 | 0 |
Proposal 4 — Authorization of an adjournment of the 2021 Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.
The stockholders approved the authorization of an adjournment of the 2021 Annual Meeting based on the votes listed below; however, the Board of Directors determined not to adjourn the 2021 Annual Meeting of Stockholders to solicit additional proxies in favor of Proposal 3:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 47,294,294 | 17,302,032 | 2,765,067 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.
| Dated: October 14, 2021 | SYNTHETIC BIOLOGICS, INC. | ||
| By: | /s/ Steven A. Shallcross | ||
| Name: | Steven A. Shallcross | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||