Synlogic adopts one-year poison pill after unsolicited share accumulation; hires Ladenburg for strategic review

SYNLOGIC, INC.

Rights plan triggered at 15% ownership (20% for passive institutional investors); expires Feb 20, 2025.
Ladenburg Thalmann engaged as financial advisor to assist with strategic review to maximize shareholder value.
Rights become exercisable at $12.00 per right; holders other than triggering party can buy shares at 50% discount.
Grandfathering for existing holders above threshold; rights redeemable for $0.001 before trigger.
Plan adopted following unsolicited stock accumulation by an unnamed investor.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SYNLOGIC, INC.: Filed Certificate of Designations for Series A Junior Participating Preferred Stock in connection with adoption of Rights Agreement (effective 2024-02-20).

Change: charter amendment
Effective: 2024-02-20

Exact text from the filing

In connection with the adoption of the Rights Agreement, on February 20, 2024, the Company filed a Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designations”), with the Secretary of State of the State of Delaware.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SYNLOGIC, INC. entered into Rights Agreement with Equiniti Trust Company LLC (effective 2024-02-20).

Action: entry
Counterparty: Equiniti Trust Company LLC
Effective: 2024-02-20

Exact text from the filing

the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of February 20, 2024, between the Company and Equiniti Trust Company LLC, as rights agent.

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SYNLOGIC, INC. filing history →

Source: SEC EDGAR

accession 0001193125-24-039969

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