UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
For the transition period from to
Commission File Number: 1-12584
SYNTHETIC BIOLOGICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 13-3808303 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
9605 Medical Center Drive, Ste. 270 Rockville, MD | 20850 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(301) 417-4364
Securities registered pursuant to Section 12(b) of the Act: | Name of each exchange on which registered: | |
Common Stock, $0.001 par value per share | NYSE AMERICAN, LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes¨ Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes¨ Nox
Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesxNo¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesxNo¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
Non-accelerated Filer | x | Smaller Reporting Company | x | |||
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes¨ Nox
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 29, 2018, the last business day of the registrant’s recently completed second quarter, was approximately $27.8 million based on $8.40, the closing price of the registrant’s common stock as reported by the NYSE American on that date.
As of February 26, 2019, the registrant had 15,484,411 shares of common stock outstanding.
Documents incorporated by reference:None
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Original Filing”), which the Registrant filed with the Securities and Exchange Commission on February 27, 2019. This Amendment No. 1 is being filed solely to correct and replace Exhibit 23.1 to the Original Filing, which inadvertently omitted a reference to the Registrant’s registration statement on Form S-1.
Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.
Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Index to Financial Statements and Exhibits
(2) EXHIBITS
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to this report to be signed on its behalf by the undersigned.
SYNTHETIC BIOLOGICS, INC. | ||
By: | /s/ Steven A. Shallcross | |
Steven A. Shallcross | ||
Chief Executive Officer, Chief Financial Officer and Director | ||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
Date: April 1, 2019 |
PART IV
Item 15. | Exhibits and Financial Statement Schedules |
(a)(1) | The following financial statements are included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2018 and 2017. |
1. Independent Registered Public Accounting Firm | |
2. Consolidated Balance Sheets as of December 31, 2018 and 2017 | |
3. Consolidated Statements of Operations for the years ended December 31, 2018 and 2017 | |
4. Consolidated Statements of changes in Stockholders’ Equity for the years ended December 31, 2018 and 2017 | |
5. Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017 | |
6. Notes to Consolidated Financial Statements | |
(a)(2) | All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. |
(1) | Filed herewith. | |
(2) | Previously filed. |
* | Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. | |
** | Confidential treatment has been requested as to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |