Synlogic Files 8-K: Material Agreement, Bylaw Changes Reported

TL;DR

**Synlogic just dropped an 8-K about a major agreement and bylaw changes, signaling big corporate shifts!**

AI Summary

Synlogic, Inc. (NASDAQ: SYBX) filed an 8-K on February 20, 2024, reporting an entry into a material definitive agreement, material modifications to security holders' rights, and amendments to its articles of incorporation or bylaws. The filing indicates a significant corporate event that could impact the company's structure and shareholder value. The company, based in Cambridge, MA, operates in pharmaceutical preparations.

Why It Matters

This filing signals a major corporate restructuring or strategic move by Synlogic, Inc., which could significantly alter its operational framework and financial outlook, directly affecting investor confidence and stock performance.

Risk Assessment

Risk Level: high — The filing indicates significant changes to material agreements and corporate bylaws, which can introduce substantial uncertainty and potential for both positive and negative impacts on the company and its shareholders.

Key Players & Entities

• SYNLOGIC, INC. (company) — Registrant
• Delaware (location) — State of Incorporation
• Cambridge, MA (location) — Business Address
• February 20, 2024 (date) — Date of earliest event reported
• 001-37566 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SYBX The NASDAQ Capital M
• $12.00 — Shares"), of the Company at a price of $12.00 per one one-thousandth of a Preferred S

Filing Documents

• d768289d8k.htm (8-K) — 48KB
• d768289dex31.htm (EX-3.1) — 23KB
• d768289dex41.htm (EX-4.1) — 185KB
• d768289dex991.htm (EX-99.1) — 10KB
• g768289g0220214211283.jpg (GRAPHIC) — 4KB
• 0001193125-24-039969.txt ( ) — 459KB
• sybx-20240220.xsd (EX-101.SCH) — 3KB
• sybx-20240220_lab.xml (EX-101.LAB) — 18KB
• sybx-20240220_pre.xml (EX-101.PRE) — 11KB
• d768289d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): February 20, 2024 Synlogic, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37566 26-1824804 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 301 Binney St. , Suite 402 , Cambridge , MA 02142 (Address of principal executive offices and Zip Code) (617) 401-9975 (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: 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 SYBX The NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item1.01. Entry into a Material Definitive Agreement. Adoption of a Shareholder Rights Plan Overview On February 20, 2024, Synlogic, Inc. (the "Company") announced that its Board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan is intended to protect the interests of its stockholders and enable them to realize the full potential value of their investment by reducing the likelihood that any person or group gains control of the Company through open market accumulation or other tactics without appropriately compensating all stockholders. Pursuant to the Rights Plan, the Company will issue, by means of a dividend, one preferred share purchase right for each outstanding share of the Company's common stock to shareholders of record on the close of business on March 1, 2024 and each warrant to purchase the Company's common stock outstanding at the close of business on March 1, 2024 that is entitled by its terms to receive such preferred share purchase right ("Warrants"). Initially, these Rights (as defined below) will trade with, and be represented by, the shares of the Company's common stock (and Warrants, as applicable). The Rights will generally become exercisable only if any person acquires 15% (20% in the case of a 13G Investor, as described in the Rights Plan) or more of the Company's outstanding common stock (the "Acquiring Person") in a transaction not approved by the Board, subject to certain exceptions, as explained below. If the Rights become exercisable, all holders of Rights, other than the Acquiring Person, will be entitled to acquire shares of the Company's common stock at a 50% discount or the Company may exchange each Right held by such holders for one share of its common stock. See "Flip-In Event" below. In such situation, Rights held by the Acquiring Person would become void and will not be exercisable. If any person at the time of the first public announcement of the Rights Plan owns more than the triggering percentage then that stockholder's existing ownership percentage will be grandfathered, although, with certain exceptions, the Rights will become exercisable if at any time after the announcement of the Rights Plan such stockholder increases its ownership of the Company's common stock. Unless earlier redeemed, terminated or exchanged pursuant to the terms of the Rights Plan, the Rights will expire at the close of business on February 20, 2025. The Board may terminate the Rights Plan before that date if the Board determines that there is no longer a threat to shareholder value. Key Features On February 20, 2024, the Board declared a dividend of one preferred share purchase right (a "Right"), payable on March 1, 2024, for each share of common stock, par value $0.001 per share, of the Company (the "Common Shares") outstanding on March 1, 2024 (the "Record Date") to the stockholders of record on that date. In connection with the distribution of the Rights,

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View this 8-K filing on SEC EDGAR