Full Press Release Details
Announces $3 Million Private Placement of
Convertible Preferred
July 29, 2022 - Synthetic Biologics, Inc.. (NYSE American: SYN) ("Synthetic Biologics" or the "Company"),
a diversified clinical-stage company developing therapeutics designed to treat diseases in areas of high unmet need, today announced
the private placement of 275,000 shares of Series C convertible preferred stock and 100,000 shares of Series D convertible preferred
stock. Each share of Series C and Series D preferred stock has a purchase price of $8.00. Each share of Series C and Series D preferred
stock is convertible into shares of the Company's common stock at an initial conversion price of $1.22 per share. Shares of the
Series C and Series D preferred stock are convertible at the option of the holder at the earlier of (i) the date of the Company's
receipt of shareholder approval for an increase to the authorized shares of common stock of the Company from 20 million to 350 million
and (ii) October 26, 2022 (which may be extended to December 31, 2022 if certain conditions are met). The Company has agreed to register
the resale of the shares of common stock issuable upon conversion of the Series C and Series D preferred stock by filing a registration
statement on Form S-3 (or other appropriate form) no later than forty-five days after the date of the purchase agreement. Total gross
proceeds from the offerings, before deducting discounts, financial advisor fees and other estimated offering expenses, is $3 million.
Series D preferred stock permits the holders thereof to vote together with the holders of the Company's common stock on a proposal
to effectuate an increase to the authorized shares of common stock of the Company at the annual meeting of Company shareholders, a name
change and an adjournment of either of the foregoing proposals. The Series D preferred stock permits the holder to cast 20,000 votes
per share of Series D preferred stock on such proposals, provided, that such votes must be cast in the same proportions as the shares
of common stock and Series C preferred stock are voted on such proposals. Except as required by law or expressly provided by the certificate
of designation, holders of the Series C and Series D preferred stock will not be permitted to vote on any other matters. The holders
of the Series C and Series D preferred stock agreed not to transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise
dispose of their shares of preferred stock until earlier of the date of (i) the date of the Company's receipt of shareholder approval
for an increase to the authorized shares of common stock of the Company from 20 million to 350 million and (ii) October 26, 2022 (which
may be extended to December 31, 2022 if certain conditions are met).
on July 29, 2022. Additional information regarding the securities described above and the terms of the offering are included in a Current
Report on Form 8-K to be filed with the United States Securities and Exchange Commission ("SEC").
Global Partners is acting as the exclusive financial advisor in connection with the offering.
Series D preferred stock and shares of common stock into which these preferred shares are convertible are being issued in reliance upon
the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933
Act") and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act.
shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
Synthetic Biologics, Inc.
Biologics, Inc. (NYSE American: SYN) is a diversified clinical-stage company developing therapeutics designed to treat diseases in areas
of high unmet need. The Company recently consummated the acquisition of VCN Biosciences, S.L. (VCN), which is developing a new oncolytic
adenovirus (OV) platform designed for intravenous (IV), intravitreal and antitumoral delivery to trigger tumor cell death, improve access
of co-administered cancer therapies to the tumor, and promote a robust and sustained anti-tumor response by the patient's immune
system. The Company's lead candidates are: (1) VCN-01, an oncolytic adenovirus designed to replicate selectively and aggressively within
tumor cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment;
(2) SYN-004 (ribaxamase) which is designed to degrade certain commonly used IV beta-lactam antibiotics within the gastrointestinal
(GI) tract to prevent (a) microbiome damage, (b) Clostridioides difficile infection (CDI), (c) overgrowth of pathogenic organisms, (d)
the emergence of antimicrobial resistance (AMR), and (e) acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant
(HCT) recipients, and (3) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under
cGMP conditions and intended to treat both local GI and systemic diseases. For more information, please visit Synthetic Biologics' website
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases
forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue,"
"expects," "anticipates," "intends," "plans," "believes," "estimates," and
similar expressions, and include statements regarding the annual meeting of stockholders. These forward-looking statements are based
on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties,
many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions
from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially
from current expectations include, among others, Synthetic Biologics' ability to obtain shareholder approval for an increase to the authorized
shares of common stock of the Company at the annual meeting of shareholders, Synthetic Biologics' ability to successfully combine and
operate the business of Synthetic Biologics and VCN, Synthetic Biologics' and VCN's product candidates demonstrating safety and effectiveness,
as well as results that are consistent with prior results; the ability to complete clinical trials on time and achieve the desired results
and benefits, continuing clinical trial enrollment as expected; the ability to obtain regulatory approval for commercialization of product
candidates or to comply with ongoing regulatory requirements, regulatory limitations relating to Synthetic Biologics' and VCN's ability
to promote or commercialize their product candidates for the specific indications, acceptance of product candidates in the marketplace
and the successful development, marketing or sale of Synthetic Biologics' and VCN's products, developments by competitors that render
such products obsolete or non-competitive, Synthetic Biologics' and VCN's ability to maintain license agreements, the continued maintenance
and growth of Synthetic Biologics' and VCN's patent estate, the ability to continue to remain well financed, and other factors described
in Synthetic Biologics' Annual Report on Form 10-K for the year ended December 31, 2021 and its other filings with the SEC, including
subsequent periodic reports on Forms 10-Q and current reports on Form 8-K. The information in this release is provided only as of the
date of this release, and Synthetic Biologics undertakes no obligation to update any forward-looking statements contained in this release
on account of new information, future events, or otherwise, except as required by law.
further information, please contact:
LifeSci Advisors, LLC