Item 3.03 Material Modification to Rights of Security Holders.

On July 11, 2022, the Board of Directors of Synthetic Biologics, Inc., a Nevada corporation (the "Company"), approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-10. On July 15, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.




Reverse Split

On July 11, 2022, the Board of Directors of the Company approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every ten (10) shares of common stock (the "Reverse Stock Split"). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on July 25, 2022.

Split Adjustment; Treatment of Fractional Shares

As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 158,437,840 shares to 15,843,784 shares (subject to rounding of fractional shares).

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 10, will, in lieu of a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.





NYSE American Compliance

The Reverse Stock Split is being effected to is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listing exchange.





Trading Symbol; New CUSIP

After the Reverse Stock Split, the trading symbol for the Company's common stock will continue to be "SYN." The new CUSIP number for the Company's common stock following the Reverse Stock Split is 87164U409.





Amended and Restated Bylaws

On July 11, 2022, the Board of Directors of the Company amended and restated the Company's by-laws (the "Amended By-laws"), effective immediately in order to amend the quorum requirement of Article 1.05 of the by-laws, such that except where otherwise provided by law, the presence in person or by proxy of the holders of shares of stock having one-third (1/3) of the voting power of the shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of business at all meetings of the stockholders.

The foregoing description is qualified in its entirety by the Amended By-laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.




Item 8.01 Other Events.

On July 15, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.                                   Description

  3.1        Amended and Restated By-laws of Synthetic Biologics, Inc.

  99.1       Press Release dated July 15, 2022

104        Cover Page Interactive Data File (the cover page XBRL tags are
           embedded within the inline XBRL document)

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