|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
SYNLOGIC, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Stephanie Brecher New Enterprise Associates, 1954 Greenspring Drive, Suite 600 Timonium, MD, 21093 (410) 842-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/28/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
New Enterprise Associates 14, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
NEA Partners 14, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
NEA 14 GP, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Anthony A. Florence, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Mohamad H. Makhzoumi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Scott D. Sandell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,922,772.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Forest Baskett | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Patrick J. Kerins | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
SYNLOGIC, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
PO Box 30, Winchester,
MASSACHUSETTS
, 01890. | |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends and supplements the statement on Schedule 13D originally filed on October 14, 2015 (the "Schedule 13D"), Amendment No. 1 thereto filed on May 16, 2017 ("Amendment No. 1"), Amendment No. 2 thereto filed on September 7, 2017 ("Amendment No. 2"), Amendment No. 3 thereto filed on February 1, 2018 ("Amendment No. 3"), Amendment No. 4 thereto filed on October 13, 2023 ("Amendment No. 4"), and Amendment No. 5 thereto filed on May 16, 2024 ("Amendment No. 5"), relating to the Common Stock of the Issuer.
Certain terms used but not defined in this Amendment No. 6 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto). | ||
| Item 2. | Identity and Background | |
| (a) | New Enterprise Associates 14, L.P. ("NEA 14"); NEA Partners 14, L.P. ("NEA Partners 14"), which is the sole general partner of NEA 14; and NEA 14 GP, LTD ("NEA 14 LTD" and, together with NEA Partners 14, the "Control Entities"), which is the sole general partner of NEA Partners 14; Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell"); and Forest Baskett ("Baskett") and Patrick J. Kerins ("Kerins"). Florence, Makhzoumi and Sandell are each a member of the Executive Committee of NEA Management Company, LLC (the "Executive Committee").
The persons named in this Item 2 are referred to individually herein as "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | The address of the principal business office of NEA 14, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011. | |
| (c) | The principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Florence, Makhzoumi and Sandell is to manage the Control Entities, NEA 14 and a number of affiliated partnerships with similar businesses. | |
| (d) | During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of NEA 14 and NEA Partners 14 is a Cayman Islands exempted limited partnership. NEA 14 LTD is a Cayman Islands exempted company. Florence, Makhzoumi and Sandell are each a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
| Item 4. | Purpose of Transaction | |
As previously disclosed by the Issuer, on July 28, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Caldera Therapeutics, Inc. ("Caldera"), Sonic Holdco, Inc. ("Parent"), Yellowstone Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Caldera Merger Sub"), and Sonic Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Synlogic Merger Sub").
Pursuant to the Merger Agreement, and upon the terms and subject to the satisfaction of the conditions described therein, the Issuer will be merged with and into Synlogic Merger Sub, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Synlogic Merger"), and Caldera will be merged with and into Caldera Merger Sub, with Caldera surviving as a wholly owned subsidiary of Parent (the "Caldera Merger" and, together with the Synlogic Merger, the "Mergers").
Subject to the terms and conditions of the Merger Agreement, (a) at the effective time of the Caldera Merger (the "Caldera Effective Time") and following the conversion into shares of common stock of Caldera, $0.0001 par value per share ("Caldera Common Stock") of Caldera's (i) Series A Preferred Stock, $0.00001 par value per share, and (ii) Series A-1 Preferred Stock, $0.00001 par value per share, each then-outstanding share of Caldera Common Stock (excluding any shares of Caldera Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of common stock of Parent, $0.001 par value per share ("Parent Common Stock"), calculated in accordance with the applicable exchange ratio as set forth in the Merger Agreement and (b) immediately following the Caldera Effective Time, at the effective time of the Synlogic Merger, each then-outstanding share of Common Stock of the Issuer (excluding any shares of Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Parent Common Stock, calculated in accordance with the applicable exchange ratio as set forth in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, NEA 14 and certain stockholders of the Issuer (each, a "Stockholder" and together, the "Stockholders") entered into support agreements (the "Support Agreements") in favor of Caldera, providing, among other things, that such Stockholders will vote all of their eligible shares of capital stock of the Issuer: (i) in favor of approving the Mergers and the other actions contemplated by the Merger Agreement and (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Mergers.
The foregoing descriptions of the Merger Agreement and the Support Agreements are qualified in their entirety by reference to the full text of such agreements. The Merger Agreement and the form of Support Agreement are included as Exhibit 2.1 and Exhibit 10.1, respectively, of the Issuer's Form 8-K, filed with the Securities and Exchange Commission on July 29, 2026 (the "Form 8-K") and are incorporated herein by reference.
NEA 14 now holds a total of 2,922,722 shares of Common Stock (the "NEA 14 Shares"). As a result of the Support Agreements, the Reporting Persons may be deemed to be members of a "group" with the parties to the Support Agreements.*
* See the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D or 13G previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by each Stockholder, which includes, or will include, information regarding the other Stockholder's jurisdiction of organization, principal business and address of principal office. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | NEA 14 is the record owner of the NEA 14 Shares. As the general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14 Shares. As the sole general partner of NEA Partners 14, NEA 14 LTD may be deemed to beneficially own the NEA 14 Shares.
As individual members of the Executive Committee, which committee has voting and dispositive power with respect to the NEA 14 Shares, each of Florence, Makhzoumi and Sandell may be deemed to beneficially own the NEA 14 Shares.
Each Reporting Person disclaims beneficial ownership of the NEA 14 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 11,696,641 shares of Common Stock reported by the Issuer to be outstanding as of May 7, 2026, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026. | |
| (b) | Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See line 7 of cover sheets
(ii) shared power to vote or to direct the vote: See line 8 of cover sheets
(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets
(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets. | |
| (c) | Except as set forth in Item 4 above, none of the Reporting Persons has effected any transaction in the NEA 14 Shares during the last 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | As of April 1, 2026, each of Baskett and Kerins has ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information provided and incorporated by reference in Item 4 is hereby incorporated by reference.
In addition, on July 27, 2026, the Issuer entered into a warrant amending agreement (the "Warrant Amending Agreement") with NEA 14 that (i) reduced the exercise price of the NEA 14 Purchase Warrants (as defined in Amendment No. 4) to $0.70 per share and (ii) removed NEA 14's right to require the Issuer or a successor entity to redeem the NEA 14 Purchase Warrants for cash in an amount equal to the Black-Scholes Value (as defined in the NEA 14 Purchase Warrants) of the unexercised portion thereof, concurrently with or within 30 days following the consummation of a fundamental transaction. The form of Warrant Amending Agreement is included as Exhibit 10.6 of the Form 8-K and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
This Amendment No. 6 to Schedule 13D was executed by Nicole Hatcher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2. |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Synlogic, Inc.
EXECUTED this 29th day of July, 2026.
NEW ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P. General Partner |
| By: | NEA
14 GP, LTD General Partner |
By: *
Anthony A. Florence, Jr.
Co-Chief Executive Officer
By: *
Mohamad H. Makhzoumi
Co-Chief Executive Officer
NEA PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD General Partner |
By: *
Anthony A. Florence, Jr.
Co-Chief Executive Officer
By: *
Mohamad H. Makhzoumi
Co-Chief Executive Officer
NEA 14 GP, LTD
By: *
Anthony A. Florence, Jr.
Co-Chief Executive Officer
By: *
Mohamad H. Makhzoumi
Co-Chief Executive Officer
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Forest Baskett
*
Patrick J. Kerins
*By: /s/ Nicole Hatcher
Nicole Hatcher
As attorney-in-fact
This Agreement was executed by Nicole Hatcher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/ Peter J. Barris | |
| Peter J. Barris | |
| /s/ Forest Baskett | |
| Forest Baskett | |
| /s/ Ali Behbahani | |
| Ali Behbahani | |
| /s/ Ronald D. Bernal | |
| Ronald D. Bernal | |
| /s/ Ann Bordetsky | |
| Ann Bordetsky | |
| /s/ Carmen Chang | |
| Carmen Chang | |
| /s/ Philip Chopin | |
| Philip Chopin | |
| /s/ Anthony A. Florence, Jr. | |
| Anthony A. Florence, Jr. | |
| /s/ Jonathan Golden | |
| Jonathan Golden | |
| /s/ Scott Gottlieb | |
| Scott Gottlieb | |
| /s/ Mark Hawkins | |
| Mark Hawkins | |
| /s/ Jeffrey R. Immelt | |
| Jeffrey R. Immelt | |
| /s/ Aaron Jacobson | |
| Aaron Jacobson | |
| /s/ Patrick J. Kerins | |
| Patrick J. Kerins | |
| /s/ Hilarie Koplow-McAdams | |
| Hilarie Koplow-McAdams | |
| /s/ Vanessa Larco | |
| Vanessa Larco | |
| /s/ Julio C. Lopez | |
| Julio C. Lopez | |
| /s/ Tiffany Le | |
| Tiffany Le | |
| /s/ Mohamad H. Makhzoumi | |
| Mohamad H. Makhzoumi | |
| /s/ Edward T. Mathers | |
| Edward T. Mathers | |
| /s/ Gregory Papadopoulos | |
| Gregory Papadopoulos | |
| /s/ Kavita Patel | |
| Kavita Patel | |
| /s/ Scott D. Sandell | |
| Scott D. Sandell | |
| /s/ A. Brooke Seawell | |
| A. Brooke Seawell | |
| /s/ Peter Sonsini | |
Peter Sonsini |
|
| /s/ Melissa Taunton | |
| Melissa Taunton | |
| /s/ Paul E. Walker | |
| Paul E. Walker | |
| /s/ Rick Yang | |
| Rick Yang |