NASDAQ false 0001527599 0001527599 2023-08-16 2023-08-16












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-37566   26-1824804
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


301 Binney St., Suite 402

Cambridge, MA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 401-9975

Not applicable

(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 (see General Instruction A.2. below):


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock   SYBX   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company

If an emerging growth company, indicate by check mark 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

On August 16, 2023, Synlogic Operating Company, Inc. (“Synlogic OpCo”), a wholly-owned subsidiary of Synlogic, Inc. (the “Company”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US”, and together with Roche Basel, “Roche”) entered into an amendment (the “Amendment”) to the Pilot Collaboration and Option Agreement (the “Roche Collaboration and Option Agreement”), effective as of June 16, 2021, by and between Synlogic OpCo and Roche.

Under the Roche Collaboration and Option Agreement, Roche holds an exclusive option right (the “Option”) to negotiate a definitive collaboration and license agreement for the further development of a Synthetic Biotic medicine for the treatment of inflammatory bowel disease. The Amendment extends the deadline for Roche to exercise the Option until the later of (i) January 15, 2024 or (ii) ninety (90) days after Synlogic OpCo has (A) delivered certain research data to Roche and (B) does not plan to conduct further experiments under the Roche Collaboration and Option Agreement. A copy of the Roche Collaboration and Option Agreement is attached as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be attached as an exhibit to the Company’s 10-Q for the quarter ended September 30, 2023.



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.


Date: August 16, 2023   Synlogic, Inc.

/s/ Michael Jensen

    Name:   Michael Jensen
    Title:   Chief Financial Officer