Item
1.01. Entry into a Material Definitive Agreement.
On July 29, 2022, Synthetic
Biologics, Inc., a Nevada corporation (the “Company”), closed a private placement offering pursuant to the terms of a Securities
Purchase Agreement (the “Purchase Agreement”) dated as of July 28, 2022 entered into with MSD Credit Opportunity Master Fund,
L.P. (the “Investor”), pursuant to which the Company agreed to issue and sell (the “Offering”) 275,000 shares
of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”),
and 100,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred
Stock,” and together with the Series C Preferred Stock, the “Preferred Stock”), at an offering price of $8.00 per share,
for gross proceeds of approximately $3.0 million in the aggregate, before the deduction of discounts, fees and offering expenses. The
shares of Preferred Stock will be convertible, at a conversion price (the “Conversion Price”) of $1.22 per share (subject
in certain circumstances to adjustments), into an aggregate of 2,459,016 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), at the option of the holders of the Preferred Stock and, in certain circumstances, by the
Company. The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions
to closing.
The
Company intends to include certain proposals at its 2022 annual meeting of stockholders, including to consider (i) an amendment to the
Company’s Articles of Incorporation, as amended (the “Charter”), to change the name of the Company to “Theriva
Biologics, Inc.” (the “Name Change”), (ii) an amendment to the Charter to increase the number of authorized shares
of Common Stock from 20,000,000 to 350,000,000 (the “Authorized Common Stock Increase”) and (iii) any proposal to adjourn
any meeting of stockholders called for the purpose of voting on the Authorized Common Stock Increase (collectively, the “Stockholder
Items”). The Investor has agreed in the Purchase Agreement to (i) not transfer, offer, sell, contract to sell, hypothecate, pledge
or otherwise dispose of the shares of the Preferred Stock until the earlier of the date that the Authorized Common Stock Increase is effected
or October 26, 2022 (which may be extended to December 31, 2022 if certain conditions are met), (ii) vote the shares of the Series C Preferred
Stock purchased in the Offering in favor of the Stockholder Items and (iii) vote the shares of the Series D Preferred Stock purchased
in the Offering in the same proportion as shares of Common Stock and any other shares of capital stock of the Company that are entitled
to vote thereon (excluding any shares of Common Stock that are not voted) on the Stockholder Items.
Each
of the Name Change and the Authorized Common Stock Increase requires the affirmative vote of a majority of the voting power of
the outstanding Common Stock and Preferred Stock entitled to vote on the proposal, voting together as a single class. Because the Series
D Preferred Stock will, without further action of the Investor, be voted on the
Stockholder Items in the same proportion as shares of Common Stock and any other shares of capital stock of the Company that are entitled
to vote thereon (excluding any shares of Common Stock that are not voted), abstentions by common stockholders will not have any effect
on the votes cast by the holders of the Series D Preferred Stock on the Stockholder Items.
Pursuant
to the Purchase Agreement, the Company has filed certificates of designation (the “Certificates of Designation”) with the
Secretary of the State of Nevada designating the rights, preferences and limitations of the shares of Series C Preferred Stock and Series
D Preferred Stock. The Certificate of Designation for the Series C Preferred Stock provides, in particular, that the Series C Preferred
Stock will have no voting rights other than the right to vote as a class on the Stockholder Items and the right to cast votes on
an as converted to Common Stock basis on the Stockholder Items. The Certificate of Designation for the Series D Preferred Stock provides,
in particular, that the Series D Preferred Stock will have no voting rights other than the right to vote as a class on the Stockholder
Items and the right to cast 20,000 votes per share of Series D Preferred Stock on the Stockholder Items.
The holders of Preferred
Stock will be entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock.
The Conversion Price may be adjusted pursuant to the Certificates of Designation for stock dividends and stock splits, subsequent rights
offering, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the applicable Certificate
of Designation).
Pursuant to the Purchase
Agreement, the Company is required to file a registration statement with the Securities and Exchange Commission (the “Commission”)
to register for resale the shares of Common Stock that are issued upon the potential conversion of shares of Preferred Stock. The registration
statement must be filed with the Commission no later forty-five (45) days following the date of the Purchase Agreement (the “Filing
Deadline”) and the Company is required to use reasonable best efforts to cause such registration statement to be declared effective
as soon as possible after filing, but in no event later than sixty (60) days following the Filing Deadline.
A.G.P./Alliance Global
Partners (“AGP”) served as financial advisor to the Company and the Company agreed to pay AGP an aggregate cash fee equal
to $175,000 and to reimburse the Placement Agent for certain of its expenses in an amount not to exceed $40,000.
The foregoing summaries
of the Purchase Agreement and Certificates of Designation do not purport to be complete and are subject to, and qualified in their entirety
by, forms of such documents attached as Exhibits 10.1, 3.1, and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference.
The representations,
warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the agreements and are subject to limitations agreed upon by the contracting parties. Accordingly,
the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase
Agreement and not to provide investors with any other factual information regarding the Company or its business and should be read in
conjunction with the disclosures in the Company’s periodic reports and other filings with the Commission.
