Theriva Biologics, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Synthetic Biologics, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands except share and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 December 31, 2020 Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Assets ​ ​ Cash and cash equivalents ​ $ 74,291 ​ $ 6,227 Prepaid expenses and other current assets ​ 1,341 ​ 1,707 Total Current Assets ​ 75,632 ​ 7,934 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 132 ​ 174 ​ ​ ​ ​ ​ ​ ​ Right of use asset ​ 1,468 ​ 279 ​ ​ ​ ​ ​ ​ ​ Deposits and other assets ​ 23 ​ 23 ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 77,255 ​ $ 8,410 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ Accounts payable ​ $ 568 ​ $ 886 Accrued expenses ​ 794 ​ 925 Accrued employee benefits ​ 540 ​ 868 Operating lease liability ​ 196 ​ 287 Total Current Liabilities ​ 2,098 ​ 2,966 ​ ​ ​ ​ ​ ​ ​ Lease liability - Long term ​ 1,426 ​ 186 ​ ​ ​ ​ ​ ​ ​ Total Liabilities ​ 3,524 ​ 3,152 Commitments and Contingencies ​ ​ ​ Series A convertible preferred stock, $ 0.001 par value; 10,000,000 shares authorized; 0 and 120,000 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively ​ - ​ 12,798 Stockholders' Equity (Deficit): ​ ​ ​ Series B convertible preferred stock, $ 1,000 par value; 10,000,000 shares authorized, 0 issued and outstanding and 3,973 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively ​ - ​ 2,477 Common stock, $ 0.001 par value; 200,000,000 shares authorized, 132,044,866 issued and 132,042,538 outstanding at June 30, 2021 and 29,252,253 issued and 29,249,925 outstanding at December 31, 2020 ​ 132 ​ 29 Additional paid-in capital ​ 339,121 ​ 240,821 Accumulated deficit ​ ( 262,748 ) ​ ( 248,094 ) Total Synthetic Biologics, Inc. and Subsidiaries Equity (Deficit) ​ 76,505 ​ ( 4,767 ) Non-controlling interest ​ ( 2,774 ) ​ ( 2,773 ) Total Stockholders' Equity (Deficit) ​ 73,731 ​ ( 7,540 ) ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Stockholders' Equity (Deficit) ​ $ 77,255 ​ $ 8,410 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 3 Table of Contents ​ Synthetic Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except share and per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, For the six months ended June 30, ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 Operating Costs and Expenses: ​ ​ ​ ​ General and administrative ​ $ 1,265 ​ $ 1,286 ​ $ 2,685 ​ $ 2,679 Research and development ​ 1,932 ​ 1,603 ​ 3,049 ​ 3,238 Total Operating Costs and Expenses ​ 3,197 ​ 2,889 ​ 5,734 ​ 5,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from Operations ​ ( 3,197 ) ​ ( 2,889 ) ​ ( 5,734 ) ​ ( 5,917 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 2 ​ 6 ​ 2 ​ 44 Total Other Income ​ 2 ​ 6 ​ 2 ​ 44 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ ( 3,195 ) ​ ( 2,883 ) ​ ( 5,732 ) ​ ( 5,873 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Attributable to Non-controlling Interest ​ - ​ ( 16 ) ​ ( 1 ) ​ ( 42 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Attributable to Synthetic Biologics, Inc. and Subsidiaries ​ $ ( 3,195 ) ​ $ ( 2,867 ) ​ $ ( 5,731 ) ​ $ ( 5,831 ) Series A Preferred Stock Dividends ​ ​ - ​ ​ ( 63 ) ​ ​ ( 24 ) ​ ​ ( 125 ) Effect of Series A Preferred Stock price adjustment ​ ​ - ​ ​ - ​ ​ ( 7,402 ) ​ ​ - Series B Preferred Stock Dividends ​ - ​ ( 392 ) ​ ( 1,497 ) ​ ( 796 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Attributable to Common Stockholders ​ $ ( 3,195 ) ​ $ ( 3,322 ) ​ $ ( 14,654 ) ​ $ ( 6,752 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Per Share - Basic and Dilutive ​ $ ( 0.02 ) ​ $ ( 0.18 ) ​ $ ( 0.13 ) ​ $ ( 0.38 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of shares outstanding during the period - Basic and Dilutive ​ 132,042,538 ​ 18,405,884 ​ 111,539,024 ​ 17,748,688 ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 4 Table of Contents ​ Synthetic Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders Equity (Deficit) (In thousands, except share and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock $0.001 Par Value ​ Series B Preferred ​ ​ ​ ​ Accumulated ​ Non-Controlling ​ Total Stockholders’ ​ Shares Amount Shares Amount APIC Deficit Interest Deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2020 29,249,925 ​ $ 29 3,973 ​ $ 2,477 ​ $ 240,821 ​ $ ( 248,094 ) ​ $ ( 2,773 ) ​ $ ( 7,540 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation - ​ - - ​ - ​ 101 ​ - ​ - ​ 101 Stock issued under "at-the-market" offering 78,685,315 ​ 79 - ​ - ​ 65,881 ​ - ​ - ​ 65,960 Warrants Exercised 11,655,747 ​ 12 - ​ - ​ 8,030 ​ - ​ - ​ 8,042 Series A Preferred Stock Dividends - ​ - - ​ - ​ - ​ ( 24 ) ​ - ​ ( 24 ) Effect of Series A Preferred Stock price adjustment - ​ - - ​ - ​ 7,402 ​ ( 7,402 ) ​ - ​ - Conversion of Series A Preferred Stock to Common 8,996,768 ​ 9 - ​ - ​ 12,813 ​ - ​ - ​ 12,822 Conversion of Series B Preferred Stock to Common ​ 3,454,783 ​ ​ 3 ​ ( 3,973 ) ​ ​ ( 2,477 ) ​ ​ 3,971 ​ ​ ( 1,497 ) ​ ​ - ​ ​ - Net loss ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 2,536 ) ​ ​ - ​ ​ ( 2,536 ) Non-controlling interest ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 1 ) ​ ​ ( 1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2021 ​ 132,042,538 ​ $ 132 - ​ $ - ​ $ 339,019 ​ $ ( 259,553 ) ​ $ ( 2,774 ) ​ $ 76,824 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ - ​ ​ - ​ - ​ ​ - ​ ​ 102 ​ ​ - ​ ​ - ​ ​ 102 Net loss ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 3,195 ) ​ ​ - ​ ​ ( 3,195 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2021 ​ 132,042,538 ​ $ 132 ​ - ​ $ - ​ $ 339,121 ​ $ ( 262,748 ) ​ $ ( 2,774 ) ​ $ 73,731 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock $0.001 Par Value ​ Series B Preferred ​ ​ ​ ​ Accumulated ​ Non-Controlling ​ Total Stockholders’ ​ ​ Shares Amount ​ Shares Amount ​ APIC ​ Equity ​ Interest ​ Deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2019 ​ 16,806,430 ​ $ 17 ​ 7,638 ​ $ 4,761 ​ $ 232,580 ​ $ ( 235,537 ) ​ $ ( 2,878 ) ​ $ ( 1,057 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ - ​ ​ - ​ - ​ ​ - ​ ​ 83 ​ ​ - ​ ​ - ​ ​ 83 Series A Preferred Stock Dividends ($ 0.01 per share) ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 62 ) ​ ​ - ​ ​ ( 62 ) Issuance of SYN Biomics Stock ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 26 ​ ​ 26 Conversion of Series B Preferred Stock to Common ($ 0.03 per share) ​ 933,045 ​ ​ 1 ​ ( 1,073 ) ​ ​ ( 669 ) ​ ​ 1,072 ​ ​ ( 404 ) ​ ​ - ​ ​ - Net loss ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 2,964 ) ​ ​ - ​ ​ ( 2,964 ) Non-controlling interest ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 26 ) ​ ​ ( 26 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2020 ​ 17,739,475 $ 18 6,565 $ 4,092 $ 233,735 $ ( 238,967 ) $ ( 2,878 ) $ ( 4,000 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ - ​ ​ - ​ - ​ ​ - ​ ​ 86 ​ ​ - ​ ​ - ​ ​ 86 Series A Preferred Stock Dividends ($ 0.01 per share) ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 63 ) ​ ​ - ​ ​ ( 63 ) Issuance of SYN Biomics Stock ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 10 ​ ​ 10 Conversion of Series B Preferred Stock to Common ($ 0.03 per share) ​ 904,349 ​ ​ 1 ​ ( 1,040 ) ​ ​ ( 648 ) ​ ​ 1,039 ​ ​ ( 392 ) ​ ​ - ​ ​ - Net loss ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 2,867 ) ​ ​ - ​ ​ ( 2,867 ) Non-controlling interest ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 16 ) ​ ​ ( 16 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2020 18,643,824 $ 19 5,525 $ 3,444 $ 234,860 $ ( 242,289 ) $ ( 2,884 ) $ ( 6,850 ) ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 5 Table of Contents ​ Synthetic Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ 2021 2020 Cash Flows From Operating Activities: ​ ​ Net loss ​ $ ( 5,732 ) ​ $ ( 5,873 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ Stock-based compensation ​ 203 ​ 169 Subsidiary stock issued to vendor ​ ​ - ​ 36 Depreciation ​ 56 ​ 116 Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other current assets ​ 366 ​ 484 Right of use asset ​ 81 ​ 67 Accounts payable ​ ( 318 ) ​ ( 1,290 ) Accrued expenses ​ ( 131 ) ​ ( 567 ) Accrued employee benefits ​ ( 328 ) ​ ( 8 ) Operating Lease liability ​ ( 121 ) ​ ( 120 ) Net Cash Used in Operating Activities ​ ( 5,924 ) ​ ( 6,986 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities ​ ​ ​ ​ Purchase of property and equipment ​ ​ ( 14 ) ​ ​ - Net Cash Used in Investing Activities ​ ​ ( 14 ) ​ ​ - ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities ​ ​ ​ ​ Proceeds from "at the market" stock issuance ​ 65,960 ​ - Proceeds from issuance of common stock for warrant exercises ​ ​ 8,042 ​ ​ - Net Cash Provided by Financing Activities ​ ​ 74,002 ​ ​ - ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 68,064 ​ ( 6,986 ) ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at the beginning of this period ​ 6,227 ​ 15,045 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at the end of this period ​ $ 74,291 ​ $ 8,059 ​ ​ ​ ​ ​ ​ ​ Noncash Financing Activities: ​ ​ ​ ​ Effect of Series A Preferred Stock price adjustment ​ $ 7,402 ​ $ - Right of use asset from operating lease ​ $ 1,270 ​ $ - Conversion of Series B Preferred Stock ​ $ 2,477 ​ $ 1,317 Deemed dividends for accretion of Series B Preferred Stock discount ​ $ 1,497 ​ $ 796 In-kind dividends paid in preferred stock ​ $ 23 ​ $ 125 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ 1. Organization, Nature of Operations and Basis of Presentation Description of Business Synthetic Biologics, Inc. (the “Company” or “Synthetic Biologics”) is a diversified clinical-stage company developing therapeutics designed to prevent and treat gastrointestinal (GI) diseases in areas of high unmet need. The Company’s lead clinical development candidates are: (1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within the gastrointestinal (GI) tract to prevent (a) microbiome damage, (b) Clostridioides difficile infection (CDI), (c) overgrowth of pathogenic organisms, (d) the emergence of antimicrobial resistance (AMR) and (e) acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients, and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under Current Good Manufacturing Practice (cGMP) conditions and intended to treat both local GI and systemic diseases. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, comprised of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2020 Form 10-K. The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. The Company believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. Recent Accounting Pronouncements and Developments In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (subtopic 815-40) : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company is currently assessing the impact of ASU 2020-06 on its consolidated financial statements. 7 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 1. Organization, Nature of Operations and Basis of Presentation – (continued) Impairment of Long-Lived Assets Long-lived assets include property, equipment and right-of-use assets. In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), management reviews the Company’s long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability as well as whether there is reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying value of the asset. During the three months ended March 31, 2020, the Company identified COVID-19 as a triggering event and performed a qualitative assessment of the fair value of its long-lived assets. The results from this analysis determined that it is still more likely than not that the fair value of its long-lived assets remain higher than the carrying value of these assets. As a result, no impairment charges were recorded during the three and six months ended June 30, 2021 and 2020. ​ 2. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement , defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: ● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices, included in Level 1 that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying amounts of the Company’s short-term financial instruments, including cash and cash equivalents, other current assets, accounts payable and accrued liabilities approximate fair value due to the relatively short period to maturity for these instruments. ​ ​ 8 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 3. Selected Balance Sheet Information Prepaid expenses and other current assets (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2021 2020 Prepaid clinical research organizations ​ $ 880 ​ $ 470 Prepaid insurances ​ ​ 280 ​ ​ 639 Prepaid consulting, subscriptions and other expenses ​ ​ 181 ​ ​ 90 Stock sales receivable ​ - ​ 469 Prepaid manufacturing expenses ​ - ​ 39 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 1,341 ​ $ 1,707 ​ Prepaid clinical research organizations (CROs) expense is classified as a current asset. The Company makes payments to the CROs based on agreed upon terms that include payments in advance of study services. ​ Property and equipment, net (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2021 2020 Computers and office equipment ​ $ 827 ​ $ 813 Leasehold improvements ​ 94 ​ 439 Software ​ 11 ​ 11 ​ ​ 932 ​ 1,263 Less: accumulated depreciation and amortization ​ ( 800 ) ​ ( 1,089 ) ​ ​ ​ ​ ​ ​ ​ Total ​ $ 132 ​ $ 174 ​ Accrued expenses (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2021 2020 Accrued clinical consulting services ​ $ 700 ​ $ 700 Accrued vendor payments ​ 92 ​ 225 Other accrued expenses ​ 2 ​ - ​ ​ ​ ​ ​ ​ ​ Total ​ $ 794 ​ $ 925 ​ Accrued employee benefits (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2021 2020 Accrued bonus expense ​ $ 361 ​ $ 724 Accrued vacation expense ​ 179 ​ 144 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 540 ​ $ 868 ​ ​ ​ 9 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 4. Stock-Based Compensation Stock Incentive Plans On March 20, 2007, the Company’s Board of Directors approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) for the issuance of up to 71,429 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. This plan was approved by the stockholders on November 2, 2007. The exercise price of stock options under the 2007 Stock Plan was determined by the compensation committee of the Board of Directors and could be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. The total number of shares of stock with respect to which stock options and stock appreciation rights may be granted to any one employee of the Company or a subsidiary during any one-year period under the 2007 stock plan shall not exceed 7,143 . Options become exercisable over various periods from the date of grant and generally expire ten years after the grant date. As of June 30, 2021, there were 5,145 options issued and outstanding under the 2007 Stock Plan. On November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 85,714 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. The exercise price of stock options under the 2010 Stock Plan is determined by the compensation committee of the Board of Directors and may be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. Options become exercisable over various periods from the date of grant and expire between five and ten years after the grant date. As of June 30, 2021, there were 2,452,273 options issued and outstanding under the 2010 Stock Plan. On September 17, 2020, the stockholders approved and adopted the 2020 Stock Incentive Plan (“2020 Stock Plan”) for the issuance of up to 4,000,000 shares of Common Stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. As of June 30, 2021, there were 1,540,000 options issued and outstanding under the 2010 Stock Plan. In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee’s options. Stock forfeitures are recognized as incurred. There is no deferred compensation recorded upon initial grant date. Instead, the fair value of the stock-based payment is recognized over the stated vesting period. The Company has applied fair value accounting for all stock-based payment awards at grant date. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. There were no options granted during the three and six months ended June 30, 2021 and 2020. ​ 4. Stock-Based Compensation – (continued) Expected dividends — The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future. Expected volatility —Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The expected volatility assumption is derived from the historical volatility of the Company’s common stock over a period approximately equal to the expected term. Risk-free interest rate —The assumed risk-free rate used is a zero coupon U.S. Treasury security with a maturity that approximates the expected term of the option. 10 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements Expected life of the option —The period of time that the options granted are expected to remain unexercised. Options granted during the year have a maximum term of seven years. The Company estimates the expected life of the option term based on the weighted average life between the dates that options become fully vested and the maximum life of options granted. The Company records stock-based compensation based upon the stated vesting provisions in the related agreements. The vesting provisions for these agreements have various terms as follows: ● immediate vesting, ● in full on the one-year anniversary date of the grant date, ● half vesting immediately and the remaining over three years, ● quarterly over three years, ● annually over three years, ● one-third immediate vesting and the remaining annually over two years, ● one-half immediate vesting and the remaining over nine months, ● one-quarter immediate vesting and the remaining over three years, ● one-quarter immediate vesting and the remaining over 33 months, ● monthly over one year, and ● monthly over three years. 11 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 4. Stock-Based Compensation – (continued) A summary of stock option activity for the six months ended June 30, 2021 and the year ended December 31, 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Weighted Average Aggregate ​ ​ ​ ​ Average Exercise ​ Remaining ​ Intrinsic ​ ​ Options ​ Price ​ Contractual Life ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - December 31, 2019 2,502,012 ​ $ 3.62 6.51 years ​ $ 153,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted 1,540,000 ​ ​ 0.42 ​ ​ ​ Exercised ​ - ​ ​ - ​ ​ ​ ​ ​ Expired ( 14,944 ) ​ ​ 17.57 ​ ​ ​ Forfeited ( 29,650 ) ​ ​ 0.55 ​ ​ ​ Balance - December 31, 2020 3,997,418 ​ ​ 2.35 6.09 years ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted - ​ ​ - ​ ​ ​ Exercised - ​ ​ - ​ ​ ​ ​ ​ Expired - ​ ​ - ​ ​ ​ Forfeited - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - June 30, 2021 - outstanding 3,997,418 ​ $ 2.35 5.28 years ​ $ 598,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - June 30, 2021 - exercisable 1,970,911 ​ $ 4.33 4.55 years ​ $ 239,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant date fair value of options granted – three months ended June 30, 2021 ​ ​ ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average grant date fair value – three months ended June 30, 2021 ​ ​ ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant date fair value of options granted – year ended December 31, 2020 ​ ​ ​ $ 412,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average grant date fair value – year ended December 31, 2020 ​ ​ ​ $ 0.27 ​ ​ Stock-based compensation expense included in general and administrative expenses relating to stock options issued to employees for the three and six months ended June 30, 2021 was $ 34,000 and $ 67,000 , respectively, and $ 40,000 and $ 79,000 for the three and six months ended June 30, 2020, respectively. Stock-based compensation expense included in research and development expenses relating to stock options issued to employees for the three and six months ended June 30, 2021 was $ 16,000 and $ 31,000 ,respectively, and $ 15,000 and $ 31,000 for the three and six months ended June 30, 2020, respectively. Stock-based compensation expense included in general and administrative expenses relating to stock options issued to consultants for the three and six months ended June 30, 2021 was $ 49,000 and $ 98,000 , respectively, and $ 27,000 and $ 53,000 for the three and six months ended June 30, 2020, respectively. Stock-based compensation expense included in research and development expenses relating to stock options issued to consultants for the three and six months ended June 30, 2021 was $ 3,000 and $ 7,000 , respectively, and $ 4,000 and $ 6,000 for the three and six months ended June 30, 2020. 12 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 4. Stock-Based Compensation – (continued) As of June 30, 2021, total unrecognized stock-based compensation expense related to stock options was $ 483,000 , which is expected to be expensed through April 2023. The FASB’s guidance for stock-based payments requires cash flows from excess tax benefits to be classified as a part of cash flows from operating activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. The Company did not record any excess tax benefits during the three and six months ended June 30, 2021 and 2020. ​ 5. Stock Warrants On October 15, 2018, the Company closed its underwritten public offering pursuant to which it received gross proceeds of approximately $ 18.6 million before deducting underwriting discounts, commissions and other offering expenses payable by the Company and sold an aggregate of (i) 2,520,000 Class A Units (the “Class A Units”), with each Class A Unit consisting of one share of the Common Stock, and one five-year warrant to purchase one share of Common Stock at an initial exercise price of $ 1.38 per share, which subsequently was reduced to $ 0.69 per share (each a “Warrant” and collectively, the “Warrants”), with each Class A Unit to be offered to the public at a public offering price of $ 1.15 , and (ii) 15,723 Class B Units (the “Class B Units”, and together with the Class A Units, the “Units”), with each Class B Unit offered to the public at a public offering price of $ 1,000 per Class B Unit and consisting of one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), with a stated value of $ 1,000 and convertible into shares of Common Stock at the stated value divided by a conversion price of $ 1.15 per share, with all shares of Series B Preferred Stock convertible into an aggregate of 13,672,173 shares of Common Stock, and issued with an aggregate of 13,672,173 Warrants. On November 16, 2020, the exercise price of the Warrants was reduced from $ 1.38 per Warrant per full share of the Company’s common stock, $ 0.001 par value per share (the “Common Stock”), to $ 0.69 per Warrant per full share of Common Stock in accordance with the anti-dilution terms of the Warrant. The reduction was the result of the issuance of shares of Common Stock by the Company through its “at the market offering” facility. The effect of the change in the exercise price of the warrants as a result of the triggering of the down round protection clause in the Warrants was recorded as a deemed dividend of $ 880,000 during the year ended December 31, 2020, which reduces the income available to common stockholders. In addition, pursuant to the underwriting agreement that the Company had entered into with A.G.P./Alliance Global Partners (the “Underwriters”), as representative of the underwriters, the Company granted the Underwriters a 45 day option (the “Over-allotment Option”) to purchase up to an additional 2,428,825 shares of Common Stock and/or additional Warrants to purchase an additional 2,428,825 shares of Common Stock. The Underwriters partially exercised the Over-allotment Option by electing to purchase from the Company additional Warrants to purchase 1,807,826 shares of Common Stock. If, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of Common Stock to the holder, then the Warrants may only be exercised through a cashless exercise. No fractional shares of Common Stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, the holder will receive an amount in cash equal to the fractional amount multiplied by the fair market value of any such fractional shares. The Company has concluded that the Warrants are required to be equity classified. The Warrants were valued on the date of grant using Monte Carlo simulations. During the six months ended June 30, 2021, 11,655,747 warrants were exercised for cash proceeds of $ 8.0 million. There were no warrants exercised during the 3 months ended June 30, 2021. 13 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 5. Stock Warrants – (continued) On November 18, 2016, the Company completed a public offering of 714,286 shares of common stock in combination with accompanying warrants to purchase an aggregate of 1,428,571 shares of the common stock. The stock and warrants were sold in combination, with two warrants for each share of common stock sold, a Series A warrant and a Series B warrant, each representing the right to purchase one share of common stock. The purchase price for each share of common stock and accompanying warrants was $ 35.00 . The shares of common stock were immediately separable from the warrants and were issued separately. The initial per share exercise price of the Series A warrants was $ 50.05 and the per share exercise price of the Series B warrants was $ 60.20 , each subject to adjustment as specified in the warrant agreements. The Series A and Series B warrants could be exercised at any time on or after the date of issuance. The Series A warrants were exercisable until the four-year anniversary of the issuance date. The Series B warrants expired December 31, 2017 and none were exercised prior to expiration. The Series A warrants expired November 18, 2020 and none were exercised prior to expiration. The warrants included a provision, that if the Company were to enter into a certain transaction, as defined in the agreement, the warrants would be purchased from the holder for cash. Accordingly, the Company recorded the warrants as a liability at their estimated fair value on the issuance date of $ 15.7 million and changes in estimated fair value will be recorded as non-cash income or expense in the Company’s Statement of Operations at each subsequent period. At November 18, 2020, the fair value of the warrant liability was $ 100 . The warrants were valued on the date of grant and on each remeasurement period. A summary of all warrant activity for the Company for the six months ended June 30, 2021 and the year ended December 31, 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average ​ ​ Warrants ​ Exercise Price ​ ​ ​ ​ ​ ​ Balance at December 31, 2019 18,714,999 ​ $ 3.24 Granted - ​ - Exercised - ​ - Forfeited ( 714,286 ) ​ 50.05 Balance at December 31, 2020 18,000,713 ​ $ 0.69 Granted - ​ - Exercised 11,655,747 ​ 0.69 Forfeited - ​ - Balance at June 30, 2021 6,344,966 ​ $ 0.69 ​ A summary of all outstanding and exercisable common stock warrants as of June 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Weighted Average ​ Warrants ​ Warrants ​ Remaining Exercise Price ​ Outstanding ​ Exercisable ​ Contractual Life $ 0.69 6,344,252 6,344,252 2.28 years ​ 18.20 714 714 1.49 years $ 0.69 6,344,966 6,344,966 2.28 years ​ ​ 6. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding including the effect of common share equivalents. Diluted net loss per share assumes the issuance of potential dilutive common shares outstanding for the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive. Net loss attributable to common 14 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements stockholders for the six months ended June 30, 2021 excludes net loss attributable to non-controlling interest of $ 0.1 million and includes the accretion of the Series B preferred discount of $ 1.5 million as a result of converted shares and Series A preferred stock accrued dividends of $ 0.1 million and the deemed dividend of $ 7.4 million resulting from the effect of the Series A preferred stock price adjustment during the first quarter of 2021. Net loss attributable to common stockholders for the three and six months ended June 30, 2020 excludes net loss attributable to non-controlling interest of $ 0.1 million and includes the accretion of Series B preferred discount of $ 0.4 million and $ 0.8 million, respectively, on converted shares and Series A preferred stock accrued dividends of $ 0.1 million. There were no shares of common stock underlying Series B preferred shares convertible to common stock that were excluded from the computations of net loss per common share for the three and six months ended June 30, 2021 since all remaining Series B preferred stock were converted to common stock. A total of 4,804,348 shares of common stock underlying Series B preferred shares convertible to common stock were excluded from the computations of net loss per common share for the three and six months ended June 30, 2020. The number of options and warrants for the purchase of common stock were excluded from the computations of net loss per common share and for the three and six months ended June 30, 2021 were 3,997,418 and 6,344,966 , respectively, and for the six months ended June 30, 2020 were 2,472,362 and 18,714,999 , respectively, because their effect is anti-dilutive. ​ 7. Non-controlling Interest The Company’s non-controlling interest is accounted for under ASC 810, Consolidation (“ASC 810”), and represents the minority shareholder’s ownership interest related to the Company’s subsidiary, Synthetic Biomics, Inc. (“SYN Biomics”). In accordance with ASC 810, the Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the Consolidated Statements of Operations. On September 5, 2018, the Company entered into an agreement with CSMC for an investigator-sponsored Phase 2b clinical study of SYN-010 to be co-funded by the Company and CSMC (the “Study”). The Study was to provide further evaluation of the efficacy and safety of SYN-010, the Company’s modified-release reformulation of lovastatin lactone, which was exclusively licensed to the Company by CSMC. SYN-010 is designed to reduce methane production by certain microorganisms ( M. smithii ) in the gut to treat an underlying cause of irritable bowel syndrome with constipation (IBS-C). After the 2018 transaction with CSMC, the Company’s equity interest in SYN Biomics is 83 % and the non-controlling stockholder’s interest is 17 %. As of June 30, 2021 and 2020, the accumulated net loss attributable to the non-controlling interest is $ 2.8 million and $ 2.9 million, respectively. In consideration of the support provided by CSMC for the Study, the Company paid $ 328,000 to support the Study and the Company entered into a Stock Purchase Agreement with CSMC pursuant to which the Company, upon the approval of the Study protocol by the Institutional Review Board (IRB) : (i) issued to CSMC fifty thousand ( 50,000 ) shares of common stock of the Company; and (ii) transferred to CSMC an additional two million four hundred twenty thousand ( 2,420,000 ) shares of common stock of its subsidiary SYN Biomics, Inc. (“Synbiomics”) owned by the Company, such that after such issuance CSMC owns an aggregate of seven million four hundred eighty thousand ( 7,480,000 ) shares of common stock of SYN Biomics, representing seventeen percent ( 17 %) of the issued and outstanding shares of SYN Biomics’ common stock. The services rendered are recorded to research and development expense in proportion with the progress of the study and based overall on the fair value of the shares ($ 285,000 ) as determined at the date of IRB approval. During the three and six months ended June 30, 2020, research and development expense recorded related to this transaction approximated $ 25,000 and $ 92,000 , respectively. There was no expense recorded related to this transaction during the three and six months ended June 30, 2021. ​ 7. Non-controlling Interest – (continued) The Agreement also provided CSMC with a right, commencing on the six month anniversary of issuance of the stock under certain circumstances in the event that the shares of stock of SYN Biomics are not then freely tradeable, and subject to NYSE American, LLC approval, to exchange its SYN Biomics shares for unregistered shares of the Company’s common stock, with the rate of exchange based upon the relative contribution of the valuation of SYN Biomics to the public market 15 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements valuation of the Company at the time of each exchange. The Stock Purchase Agreement also provides for tag-along rights in the event of the sale by the Company of its shares of SYN Biomics. On September 30, 2020, CSMC MAST formally agreed to discontinue the ongoing Phase 2b investigator-sponsored clinical study of SYN-010 following the results of a planned interim futility analysis. Although it was concluded that SYN-010 was well tolerated, SYN-010 was unlikely to meet its primary endpoint by the time enrollment is completed. On November 9, 2020, the Company and its subsidiary, Synthetic Biomics, Inc. and CSMC mutually agreed to terminate the exclusive license agreement dated December 5, 2013 and all amendments thereto and the clinical trial agreement relating to SYN-010. The determination to terminate the SYN-010 license agreement was agreed following the completion of a planned interim futility analysis of the Phase 2b investigator-sponsored clinical trial of SYN-010. On September 30, 2020, CSMC (the Company’s SYN-010 clinical development partner) informed the Company that it discontinued the ongoing Phase 2b investigator-sponsored clinical study of SYN-010 IBS-C patients. ​ 8. Common and Preferred Stock Series B Preferred Stock On October 15, 2018, the Company closed its underwritten public offering pursuant to which it received gross proceeds of approximately $ 18.6 million before deducting underwriting discounts, commissions and other offering expenses payable by the Company and sold an aggregate of (i) 2,520,000 Class A Units , with each Class A Unit offered to the public at a public offering price of $ 1.15 , and (ii) 15,723 Class B Units, with each Class B Unit offered to the public at a public offering price of $ 1,000 per Class B Unit and consisting of one share of the Company’s Series B Preferred Stock, with a stated value of $ 1,000 and convertible into shares of Common Stock at the stated value divided by a conversion price of $ 1.15 per share, with all shares of Series B Preferred Stock convertible into an aggregate of 13,672,173 shares of Common Stock, and issued with an aggregate of 13,672,173 October 2018 Warrants. Since the above units are equity instruments, the proceeds were allocated on a relative fair value basis which created the Series B Preferred Stock discount. In addition, pursuant to the Underwriting Agreement that the Company entered into with the Underwriters on October 10, 2018, the Company granted the Underwriters a 45 day option (the “Over-allotment Option”) to purchase up to an additional 2,428,825 shares of Common Stock and/or additional warrants to purchase an additional 2,428,825 shares of Common Stock. Each Warrant is exercisable for one share of common stock. The Underwriters partially exercised the Over-allotment Option by electing to purchase from the Company additional Warrants to purchase 1,807,826 shares of Common Stock. The Units were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-227400), as amended, filed with the SEC, which was declared effective by the SEC on October 10, 2018. The conversion price of the Series B Preferred Stock and exercise price of the October 2018 Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock. The exercise price of the Warrants is subject to adjustment in the event of certain dilutive issuances. 16 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. Common and Preferred Stock – (continued) On November 16, 2020, the exercise price of the Warrants was reduced from $ 1.38 per Warrant per full share of common stock to $ 0.69 per Warrant per full share of common stock. The reduction was the result of the issuance of shares of Common Stock by the Company through its “at the market offering” facility. The effect of the change in the exercise price of the warrants as a result of the triggering of the down round protection clause in the Warrants was recorded as a deemed dividend in accumulated deficit of $ 880,000 , which reduces the income available to common stockholders for the year ended December 31, 2020. The October 2018 Warrants are immediately exercisable at a price of $ 1.38 ($ 0.69 effective November 16, 2020) per share of common stock (which was 120 % of the public offering price of the Class A Units) and will expire on October 15, 2023. If, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock to the holder, then the October 2018 warrants may only be exercised through a cashless exercise. No fractional shares of common stock will be issued in connection with the exercise of any October 2018 warrants. In lieu of fractional shares, the holder will receive an amount in cash equal to the fractional amount multiplied by the fair market value of any such fractional shares. Since the effective conversion price of the Series B Preferred Stock is less than the fair value of the underlying common stock at the date of issuance, there is a beneficial conversion feature (“BCF”) at the issuance date. Because the Series B Preferred Stock has no stated maturity or redemption date and is immediately convertible at the option of the holder, the discount created by the BCF is immediately charged to accumulated deficit as a “deemed dividend” and impacts earnings per share. During the six months ended June 30, 2021 and 2020, 3,973 and 2,113 shares, respectively, were converted resulting in the recognition of a deemed dividends of $ 1.5 million and $ 795,000 , respectively, for the amortization of the Series B Preferred Stock discount upon conversion. There we no shares converted during the three months ended June 30, 2021. During the three months ended June 30, 2020, 1,040 shares were converted resulting in the recognition of a deemed dividends of $ 392,000 for the amortization of the Series B Preferred Stock discount upon conversion. Series A Preferred Stock On September 11, 2017, the Company entered into a share purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), pursuant to which the Company offered and sold in a private placement 120,000 shares of its Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”) for an aggregate purchase price of $ 12 million, or $ 100 per share. The Series A Preferred Stock ranks senior to the shares of the Company's common stock, and any other class or series of stock issued by the Company with respect to dividend rights, redemption rights and rights to the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Series A Preferred Stock are entitled to a cumulative dividend at the rate of 2.0 % per annum, payable quarterly in arrears, as set forth in the Certificate of Designation of Series A Preferred Stock classifying the Series A Preferred Stock. The Series A Preferred Stock is convertible at the option of the holders at any time into shares of common stock at an initial conversion price of $ 0.54 per share which was increased to $ 18.90 after taking into account the 2018 reverse stock split, subject to certain customary anti-dilution adjustments, and was decreased to $ 1.50 on January 27, 2021, see below. Any conversion of Series A Preferred Stock may be settled by the Company in shares of common stock only. The holder’s ability to convert the Series A Preferred Stock into common stock was subject to (i) a 19.99% blocker provision to comply with NYSE American Listing Rules, (ii) if so elected by the Investor, a 4.99% blocker provision that would prohibit beneficial ownership of more than 4.99% of the outstanding shares of the Company’s common stock or voting power at any time, and (iii) applicable regulatory restrictions. 17 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. Common and Preferred Stock – (continued) In the event of any liquidation, dissolution or winding-up of the Company, holders of the Series A Preferred Stock were entitled to a preference on liquidation equal to the greater of (i) an amount per share equal to the stated value plus any accrued and unpaid dividends on such share of Series A Preferred Stock (the “Accreted Value”), and (ii) the amount such holders would have received in such liquidation if they converted their shares of Series A Preferred Stock (based on the Accreted Value and without regard to any conversion limitation) into shares of the common stock immediately prior to any such liquidation, dissolution or winding-up (the greater of (i) and (ii), is referred to as the “Liquidation Value”). Except as otherwise required by law, the holders of Series A Preferred Stock have no voting rights, other than customary protections against adverse amendments and issuance of pari passu or senior preferred stock. Upon certain change of control events involving the Company, prior to the filing of the amendment to the Certificate of Designation for the Series A Preferred Stock described below, the Company will be required to repurchase all of the Series A Preferred Stock at a redemption price equal to the greater of (i) the Accreted Value and (ii) the amount that would be payable upon a change of control (as defined in the Certificate of Designation) in respect of common stock issuable upon conversion of such share of Series A Preferred Stock if all outstanding shares of Series A Preferred Stock were converted into common stock immediately prior to the change of control. On or at any time after (i) the VWAP (as defined in the Certificate of Designation) for at least 20 trading days in any 30 trading day period is greater than $ 70.00 , subject to adjustment in the case of stock split, stock dividends or the like the Company has the right, after providing notice not less than 6 months prior to the redemption date, to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share of Series A Preferred Stock of $ 7,875.00 , subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Convertible Preferred Stock or (ii) the five year anniversary of the issue date, the Company shall have the right to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Convertible Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share equal to the Liquidation Value. The Series A Preferred Stock was classified as temporary equity due to the shares being redeemable based on contingent events outside of the Company’s control. Since the effective conversion price of the Series A Preferred Stock was less than the fair value of the underlying common stock at the date of issuance, there was a beneficial conversion feature (“BCF”) at the issuance date. Because the Series A Preferred Stock has no stated maturity or redemption date and is immediately convertible at the option of the holder, the discount created by the BCF is immediately charged to accumulated deficit as a “deemed dividend” and impacts earnings per share. During the year ended December 31, 2017, the Company recorded a discount of $ 6.9 million. Because the Series A Preferred Stock is not currently redeemable, the discount arising from issuance costs was allocated to temporary equity and will not be accreted until such time that redemption becomes probable. The stated dividend rate of 2 % per annum is cumulative and the Company accrues the dividend on a quarterly basis (in effect accreting the dividend regardless of declaration because the dividend is cumulative). During the three months ended June 30, 2021, the Company did not record any Series A Preferred Stock dividends since all shares were converted to shares of common stock during the three months ended March 31, 2021. During the six months ended June 30, 2021, the Company accrued dividends of $ 24,000 . During the three and six months ended June 30, 2020, the Company accrued dividends of $ 63,000 and $ 125,000 , respectively. 18 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. Common and Preferred Stock – (continued) On January 27, 2021, the Company filed an amendment to the Certificate of Designation for the Series A Preferred Stock to (i) lower the stated Conversion Price through September 30, 2021 and (ii) remove their change in control put, as an inducement for the holder to fully convert its Series A Preferred Stock. The Amendment to the Certificate of Designation for its Series A Convertible Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada adjusted the conversion price from $ 18.90 per share to $ 1.50 per share and removed the redemption upon change of control. The Company received notice from the holder of the Series A Preferred Stock that it was increasing the Maximum Percentage as defined in the “Certificate of Designation” from 4.99 % to 9.99 %, such increase to be effective 61 days from the date hereof. During the three months ended March 31, 2021, all outstanding shares of Series A Convertible Preferred Stock were converted to approximately 9.0 million shares of the Company’s common stock. There are no remaining shares of the Series A Convertible Preferred stock outstanding after these conversions. During January and February 2021, the Company issued 8,996,768 shares of its common stock upon the conversion effected on such date by the holder of 120,000 shares of its Series A Convertible Preferred Stock. The fair value of the consideration issued to the holder to induce conversion is accounted for as a deemed dividend and increased net loss available to common shareholders for purposes of calculating loss per share. The Company estimated fair value of the inducement consideration of $ 7.4 million and as a result has recorded a corresponding deemed dividend of $ 7.4 million during the six months ended June 30, 2021. B. Riley Securities Sales Agreement On August 5, 2016, the Company entered into the B. Riley FBR Sales Agreement with FBR Capital Markets & Co. (now known as B. Riley Securities), which enables the Company to offer and sell shares of common stock from time to time through B. Riley Securities, Inc. as the Company’s sales agent. Sales of common stock under the B. Riley Securities Sales Agreement are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act. B. Riley Securities, Inc. is entitled to receive a commission rate of up to 3.0 % of gross sales in connection with the sale of the Common Stock sold on the Company’s behalf. The Company did not sell any shares of common stock during the three and six months ended June 30, 2020 through the Riley Securities Sales Agreement. On February 9, 2021, the Company entered into an amended and restated sales agreement with B. Riley Securities, Inc. (“B. Riley”) and A.G.P./Alliance Global Partners (“AGP”) in order to include AGP as an additional sales agent for the Company’s “at the market offering” program (the “Amended and Restated Sales Agreement”). The Sales Agreement amended and restated the At Market Issuance Sales Agreement, dated August 5, 2016, with B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.), as amended by amendment no. 1, dated May 7, 2018, to the At Market Issuance Sales Agreement. During the six months ended June 30, 2021, the Company sold through the At Market Issuance Sales Agreement and the Amended and Restated Sales Agreement approximately 78.7 million shares of the Company’s common stock and received net proceeds of approximately $ 66.0 million. The Company did not sell any shares of common stock during the three months ended June 30, 2021 through the Riley Securities Sales Agreement. ​ 19 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 9. Related Party Transactions On September 5, 2018, the Company entered into an agreement with CSMC for an investigator-sponsored Phase 2b clinical study of SYN-010 to be co-funded by the Company and CSMC (the “Study”). The Study was to provide further evaluation of the efficacy and safety of SYN-010, the Company’s modified-release reformulation of lovastatin lactone, which was exclusively licensed to the Company by CSMC. SYN-010 is designed to reduce methane production by certain microorganisms ( M. smithii ) in the gut to treat an underlying cause of irritable bowel syndrome with constipation (IBS-C). In consideration of the support provided by CSMC for the Study, the Company entered into a Stock Purchase Agreement with CSMC pursuant to which the Company: (i) issued to CSMC fifty thousand ( 50,000 ) shares of common stock of the Company; and (ii) transferred to CSMC an additional two million four hundred twenty thousand ( 2,420,000 ) shares of common stock of its subsidiary Synthetic Biomics, Inc. (“SYN Biomics”) owned by the Company, such that after such issuance CSMC owns an aggregate of seven million four hundred eighty thousand ( 7,480,000 ) shares of common stock of SYN Biomics, representing seventeen percent ( 17 %) of the issued and outstanding shares of SYN Biomics’ common stock. The Agreement also provided CSMC with a right, commencing on the six month anniversary of issuance of the stock under certain circumstances in the event that the shares of stock of SYN Biomics are not then freely tradeable, and subject to NYSE American, LLC approval, to exchange its SYN Biomics shares for unregistered shares of the Company’s common stock, with the rate of exchange based upon the relative contribution of the valuation of SYN Biomics to the public market valuation of the Company at the time of each exchange. The Stock Purchase Agreement also provides for tag-along rights in the event of the sale by the Company of its shares of SYN Biomics. On September 30, 2020, CSMC MAST formally agreed to discontinue the ongoing Phase 2b investigator-sponsored clinical study of SYN-010 following the results of a planned interim futility analysis. Although it was concluded that SYN-010 was well tolerated, SYN-010 was unlikely to meet its primary endpoint by the time enrollment was completed. On November 9, 2020, the Company and its subsidiary, Synthetic Biomics, Inc. and CSMC mutually agreed to terminate the exclusive license agreement dated December 5, 2013 and all amendments thereto and the clinical trial agreement relating to SYN-010. The determination to terminate the SYN-010 license agreement was agreed following the completion of a planned interim futility analysis of the Phase 2b investigator-sponsored clinical trial of SYN-010. In December 2013, through SYN Biomics, the Company entered into a worldwide exclusive license agreement with CSMC and acquired the rights to develop products for therapeutic and prophylactic treatments of acute and chronic diseases, including the development of SYN-010 to target IBS-C. The Company licensed from CSMC a portfolio of intellectual property comprised of several U.S. and foreign patents and pending patent applications for various fields of use, including IBS-C, obesity and diabetes. An investigational team led by Mark Pimentel, M.D. at CSMC discovered that these products may reduce the production of methane gas by certain GI microorganisms. During the three and six months ended June 30, 2021 and 2020, the Company did not owe and did not pay CSMC for milestone payments related to this license agreement. 20 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements ​ 10. Commitments and Contingencies Leases All of the Company’s existing leases as of June 30, 2021 are classified as operating leases. As of June 30, 2021, the Company has one operating lease for facilities with a remaining term expiring in 2027. During the quarter ended June 30, 2021, the Company renewed its facility lease by entering into a Second Lease Amendment which extends the lease term for 63 months beginning on September 1, 2022 and ending on December 31, 2027 at stated rental rates and including a 3 month rent abatement. The Second Amendment also has options for a Tenant Improvement Allowance and a Second Extension Term. The Second Amendment also gives the Company the Right to Expand their space by giving notice to the landlord before December 31, 2021. The Second Extension Term is offered at market rates and there is no economic incentive for the lessee, therefore the Company has determined that it is not part of the original lease term. There is an option in this Second Amendment to Lease for the Company to borrow funds for tenant improvements subject to an 8.5 % interest rate, which is the discount rate used in this modification analysis. Operating lease costs are presented as part of general and administrative expenses in the condensed consolidated statements of operations, and for the three and six months ended June 30, 2021 approximated $ 68,000 and $ 118,000 , respectively and for the three and six months ended June 30, 2020 approximated $ 50,000 and $ 101,000 , respectively. For the three and six months ended June 30, 2021, operating cash flows used for operating leases approximated $ 80,000 and $ 160,000 , respectively, and for three and six months ended June 30, 2020 approximated $ 77,000 and $ 154,000 , respectively, and right of use assets exchanged for operating lease obligations was $ 1.3 million. The day one non-cash addition of right of use assets due to adoption of ASC 842 was $ 538,000 . A maturity analysis of our operating leases as of June 30, 2021 is as follows (amounts in thousands of dollars) : ​ ​ ​ ​ ​ Future undiscounted cash flow for the years ending June 30: ​ 2021 ​ $ 163 2022 ​ ​ 247 2023 ​ ​ 327 2024 ​ ​ 337 2025 ​ ​ 347 2026 ​ ​ 357 2027 ​ ​ 368 Total ​ ​ 2,146 ​ ​ ​ ​ Discount factor ​ ​ ( 524 ) Lease liability ​ ​ 1,622 Lease liability – current ​ ​ ( 196 ) Lease liability – long term ​ $ 1,426 ​ 21 Table of Contents Synthetic Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 10. Commitments and Contingencies – (continued) Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19” outbreak) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. As COVID-19 continued to spread around the globe, the Company experienced disruptions that impacted its business and clinical trials, including halting the postponement of clinical site initiation of the Phase 1b/2a clinical trial of SYN-004. The extent to which the COVID-19 pandemic impacts the Company’s business, the clinical development of SYN-004 (ribaxamase) and SYN-020, the business of the Company’s suppliers and other commercial partners, the Company’s corporate development objectives and the value of and market for the Company’s common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, especially in light of the new variants, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company's business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. ​ ​ 22 Table of Contents