On 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, reported the private placement of 275,000 shares of Series C convertible preferred stock and 100,000 shares of Series D convertible preferred stock (Press release, Synthetic Biologics, JUL 29, 2022, View Source [SID1234617157]). 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.

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The Series C and 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).

The offering closed 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").

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in connection with the offering.

The Series C and 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.

This press release 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.