Synlogic SEC Filings

Synlogic, Inc. reported no revenue for the quarter ended March 31, 2026 but posted net income of $681,000, up from $317,000 a year earlier, mainly due to a non-cash $1.9 million gain from remeasuring purchase warrant liabilities.

Operating expenses were modest at $1.3 million, reflecting its status as a shell company following the 2024 shutdown of its lead PKU trial and broad restructuring to one full-time employee. Cash and cash equivalents totaled $14.1 million, and management believes this will fund operations for at least 12 months. The company’s shares were delisted from Nasdaq and now trade on the OTC marketplace, and a previously disclosed material weakness in internal controls remains unresolved as Synlogic actively pursues strategic alternatives, including a possible merger or sale.

Synlogic, Inc. filed an Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add the Part III disclosures that were intentionally omitted from the original filing. The amendment covers directors, governance, executive and director compensation, ownership, related-party policies and auditor fees.

The Board has four directors, all deemed independent, and the company reports having one full-time employee as of March 31, 2026, focused on strategic transactions. Principal Executive and Financial Officer Mary Beth Dooley received 2025 total compensation of $335,500, with no bonus or equity grants that year.

Funicular Funds and New Enterprise Associates 14 each hold more than 25% of Synlogic’s common stock, while several other investors exceed five percent. Audit fees paid to KPMG LLP for 2025 were $365,000, with additional tax fees. The filing also highlights insider trading controls, a clawback policy and equity incentive and director compensation programs.

Synlogic, Inc. is the target of a take-private proposal from a major shareholder. Funicular Funds, Cable Car Capital and Jacob Ma‑Weaver amended their Schedule 13D to disclose a non-binding proposal to acquire all Synlogic shares they do not already own for $0.64 per share in cash.

The group reports beneficial ownership of 3,312,219 shares, representing about 28.3% of Synlogic’s outstanding common stock, based on 11,698,919 shares outstanding as of March 5, 2026 as stated in the company’s recent annual report.

Synlogic, Inc. files its annual report describing a transition from an operating biotech to a non‑operating public shell focused on pursuing strategic alternatives, including a potential merger or sale of the company. The shift follows the February 2024 decision to discontinue Synpheny‑3, the pivotal Phase 3 trial of lead PKU candidate SYNB1934, after an internal review indicated it was unlikely to meet its primary endpoint.

The company’s common stock was delisted from Nasdaq effective January 21, 2026, and now trades on the OTC Basic Market under the symbol SYBX, with related liquidity, penny‑stock and “blue sky” constraints highlighted as key risks. As of June 30, 2025, non‑affiliate market value of common stock was $4.4 million based on a $1.27 share price, and as of March 5, 2026, 11,698,919 shares were outstanding.

Synlogic reports it is operating with one full‑time employee focused on evaluating transactions and that ongoing expenses are primarily public‑company costs. The filing emphasizes a large patent and trademark portfolio around its Synthetic Biotic platform but warns that if no strategic deal is completed, the board may consider dissolution and liquidation. Management also discloses a material weakness in internal control over financial reporting related to significant, non‑routine transactions.

Synlogic, Inc. filed an amended current report updating investors on its Nasdaq delisting and trading plans. The company withdrew its request for a Nasdaq hearing on January 16, 2026, and Nasdaq notified Synlogic that trading in its common stock would be suspended at the open of business on January 21, 2026, with a Form 25 to follow.

Synlogic states that, under Nasdaq rules, it believes it is a “public shell.” The company expects its common stock to be quoted on the OTC Markets Group, specifically the OTCQB Venture Market, and has submitted an application. Synlogic will remain a reporting company under the Exchange Act and does not expect the move to OTC to affect its business operations.

Synlogic, Inc. received a Schedule 13G reporting that investment entities affiliated with Baselake Partners, LP, including Baselake Management, LLC and individual investor David Paolella, beneficially own 1,140,000 shares of Synlogic common stock. This represents 9.7% of the outstanding common stock, based on the issuer’s report that 11,698,919 shares were outstanding as of November 6, 2025.

The shares are held by Baselake Partners, LP, with Baselake Management, LLC as investment manager and Paolella as managing member, and they report shared voting and dispositive power over all 1,140,000 shares and no sole voting or dispositive power. The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Synlogic.

Synlogic, Inc. is voluntarily ending its effort to keep its common stock listed on The Nasdaq Capital Market after Nasdaq staff previously indicated they view the company as a “public shell.” The company withdrew its request for a Nasdaq hearings panel review, and Nasdaq has notified Synlogic that trading in its shares will be suspended at the open of business on January 21, 2026, with a Form 25 to follow to formally delist the stock. Synlogic expects its common stock to be quoted on the OTC Markets platform after delisting. The company states it will remain an SEC reporting company under the Securities Exchange Act of 1934 and that moving to OTC is not expected to affect its business operations, with further details on post-suspension trading to be disclosed when available.

Synlogic, Inc. held its 2025 annual meeting of stockholders on December 15, 2025, with a quorum of 10,292,327 shares, representing 87.97% of common stock outstanding as of the October 24, 2025 record date. Stockholders re-elected James Flynn and Richard P. Shea as Class I directors to serve until the 2028 annual meeting.

Stockholders approved, on a non-binding basis, the compensation of the company’s named executive officers and adopted the Synlogic, Inc. 2025 Equity Incentive Plan, which authorizes 1,000,000 shares of common stock plus 332,468 additional shares that may be issued if certain 2015 Plan awards are cancelled or expire. The prior 2015 Equity Incentive Award Plan is closed to new awards, while existing awards continue under their original terms. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025.

Synlogic, Inc. (SYBX) filed its Q3 2025 report, highlighting a small operating footprint while pursuing strategic alternatives, including a possible merger or sale. The company recorded a net loss of $2.3 million for the quarter, driven largely by a $1.5 million loss from the change in fair value of purchase warrant liabilities.

Operating expenses were $1.0 million, reflecting minimal R&D activity after discontinuing the pivotal Synpheny‑3 trial in 2024 and completing a broad restructuring. Cash and cash equivalents were $15.6 million as of September 30, 2025, with management stating this is sufficient to fund operations for at least 12 months from the filing date. Stockholders’ equity stood at $10.3 million and purchase warrant liabilities at $5.3 million.

For the nine months, the company reported a net loss of $2.5 million, a significant improvement from the prior year due to restructuring completion and reduced operating costs. As of November 6, 2025, 11,698,919 shares were outstanding.