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): December 20, 2017

 

SYNTHETIC BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-12584   13-3808303
(State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

 

9605 Medical Center Drive, Suite 270

Rockville, MD 20850

(Address of principal executive offices and zip code)

  

Registrant’s telephone number, including area code: (301) 417-4364

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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.   ¨

 

 

 

 

 

  Item 1.01. Entry into a Material Definitive Agreement.

 

Synthetic Biologics, Inc. (the “Company”) entered into an amendment dated as of December 20, 2017 (the “Amendment”) to the employment agreement with the Company’s Chief Financial Officer, Steven A. Shallcross, dated April 28, 2015, as amended on December 1, 2016 and May 31, 2017 (the “Employment Agreement”). The Amendment amended the Employment Agreement by, among other things, increasing Mr. Shallcross’ annual base salary to $381,150 and setting forth Mr. Shallcross’ compensation for serving as Interim Chief Executive Officer, which position was previously announced. Pursuant to the Amendment, for the period that Mr. Shallcross serves as Interim Chief Executive Officer of the Company, he will receive a cash payment from the Company of $8,000 per calendar month; pro-rated for any partial months that Mr. Shallcross serves in such position, payable in accordance with the regular payroll practices of the Company.

 

The information contained in this Item 1.01 regarding the Amendment is qualified in its entirety by a copy of the Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Item 1.01 of this Current Report on Form 8-K and the description of the material terms of the Amendment are incorporated by reference in this Item 5.02.

 

On December 20, 2017, the Board of Directors of the Company awarded the following 2017 year-end bonus compensation to its named executive officers: (1) Mr. Shallcross, the Company’s Interim Chief Executive Officer and Chief Financial Officer, was granted options to purchase 550,000 shares of the Company’s common stock (the “Common Stock”) and was awarded a cash bonus of $200,000, and (2) Dr. Joseph Sliman, the Company’s Chief Medical Officer, was granted options to purchase 410,000 shares of Common Stock and was awarded a cash bonus of $216,563. The stock options granted to Mr. Shallcross and Dr. Sliman have an exercise price of $0.52 per share, which is the closing price of the Common Stock on the date of the grant (December 20, 2017), vest pro rata, on a monthly basis, over 36 consecutive months and expire in seven (7) years from the date of the grant, unless terminated earlier. The stock options were granted pursuant to the Company’s 2010 Stock Incentive Plan and the Company’s existing registration statement on Form S-8 for the 2010 Stock Incentive Plan.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is being filed as part of this Current Report on Form 8-K.

 

Exhibit

Number

 

 

Description

     
10.1   Amendment to Employment Agreement, dated as of December 20, 2017, by and between Steven A. Shallcross and Synthetic Biologics, Inc.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  December 21, 2017 SYNTHETIC BIOLOGICS, INC.  
       
       
  By: /s/ Steven A. Shallcross  
    Name: Steven A. Shallcross  
   

Title: Interim Chief Executive Officer and

Chief Financial Officer

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

 

 

Description

     
10.1   Amendment to Employment Agreement, dated as of December 20, 2017, by and between Steven A. Shallcross and Synthetic Biologics, Inc.

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment (this “ Amendment ”) dated as of the 20 th day of December, 2017 amends the Employment Agreement, dated April 28, 2015, as amended on December 1, 2016 and May 31, 2017 (collectively, the “ Agreement ”), by and between Synthetic Biologics, Inc. (the “ Company ”) and Steven A. Shallcross (the “ Executive ”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.  

 

WHEREAS , the Company currently employs the Executive as its Chief Financial Officer, Treasurer and Secretary pursuant to terms and conditions set forth in the Agreement; and

 

WHEREAS , the Company also desires to employ the Executive as its Interim Chief Executive Officer, and the Executive desires to accept such position, on the terms and conditions set forth in this Agreement.

 

NOW THEREFORE , for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:

 

1.            Amendments .

 

A. Section 2 of the Agreement is hereby amended by adding the following paragraph to the end of Section 2 of the Agreement:

 

(a) “The Executive shall also serve as Interim Chief Executive Officer effective December 5, 2017 until the time that the Company appoints a permanent Chief Executive Officer unless there is an earlier termination of the Executive in accordance with the Agreement. As Interim Chief Executive Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Board shall designate that are consistent with the Executive’s position as Interim Chief Executive Officer, including directing, supervising and having responsibility for all aspects of the operations and general affairs of the Company as directed by the Board. The Executive shall report to, and be subject to, the lawful direction of the Board. During Executive’s tenure as Interim Chief Executive Officer, the Executive shall use his best efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder and devote all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company.”

 

B. Section 4 of the Agreement is deleted and replaced with the following:

 

“4. (a) BASE SALARY . During the Employment Term, the Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of Three Hundred Eighty One Thousand One Hundred and Fifty Dollars ($381,150), payable semi-monthly in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but may not be decreased. The base salary as determined herein from time to time shall constitute “ Base Salary ” for purposes of this Agreement.

 

 

 

 

(b) MONTHLY COMPENSATION . For the period that the Executive serves as Interim Chief Executive Officer, he shall receive a cash payment from the Company of Eight Thousand Dollars ($8,000) per calendar month; pro-rated for any partial months that Executive serves as Interim Chief Executive Officer, payable in accordance with the regular payroll practices of the Company.

 

2.            Severability . The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.

 

3.            No Other Amendments; Confirmation . All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

 

4.            Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

 

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year first written above.

 

  Company :  
     
  SYNTHETIC BIOLOGICS, INC.  
       
       
  By: /s/ Jeffrey J. Kraws   
    Name: Jeffrey J. Kraws
    Title: Chairman of the Board of Directors
     
     
  Executive :
     
     
  /s/ Steven A. Shallcross  
  STEVEN A. SHALLCROSS