Synlogic, Inc. filings document the company's corporate-status disclosures, Nasdaq delisting matters, and continuing Exchange Act reporting obligations. Recent Form 8-K and amended Form 8-K reports cover Nasdaq listing-rule notices, the company's public-shell status assessment, common-stock trading suspension and delisting disclosures, and OTC Markets quotation matters tied to the exchange transition.
Proxy and annual meeting materials cover board elections, stockholder voting results, executive compensation, director compensation, equity incentive plans, and related governance matters. The filing record also documents security-holder approval of the 2025 Equity Incentive Plan and material event reporting under Form 8-K.
Synlogic, Inc. (SYBX) and Caldera Therapeutics propose an all-stock combination under newly formed Sonic Holdco, alongside a concurrent private placement expected to generate approximately $278 million in gross proceeds.
The transaction and placement are expected to close in early 2027, subject to customary conditions including stockholder approval at both companies and effectiveness of the transaction registration statement. At closing, Synlogic and Caldera are each to survive as wholly owned subsidiaries of Sonic Holdco; the combined company plans to operate as Caldera Therapeutics and intends to apply to trade on NYSE American as CALD.
Caldera reported interim Phase 1a CLD-423 results in 56 healthy subjects: 42 received the drug and 14 placebo. It reported no treatment-emergent adverse events above Grade 2 or deaths, and confirmed treatment-emergent anti-drug antibodies in 8 of 42 treated subjects. Caldera plans Phase 2 ulcerative colitis and Crohn’s disease trials in 2027 and licensed worldwide development and commercialization rights from Qyuns for a preclinical IL-17 x TL1A program.
Synlogic, Inc. (SYBX) is party to a proposed all-stock combination with Caldera Therapeutics under a merger agreement dated July 28, 2026. Under the agreement, Caldera would merge into its merger subsidiary and Synlogic into its merger subsidiary, with each surviving as a wholly owned subsidiary of the newly formed Parent. Caldera secured commitments for a concurrent private placement expected to generate approximately $278 million in gross proceeds. The transaction and placement are expected to close by early 2027, subject to customary conditions including approval by both companies’ stockholders and effectiveness of the registration statement.
After closing, the combined company plans to operate as Caldera Therapeutics and intends to apply to trade on NYSE American under the ticker CALD. Caldera appointed Michelle Doig as chief financial officer and Lee Giguere as chief legal officer. Caldera describes CLD-423 as in Phase 1 clinical development and says it is advancing the program into Phase 2 IBD trials.
Synlogic, Inc. reported that New Enterprise Associates 14, L.P. and related reporting persons amended an existing warrant on Synlogic common stock. An outstanding warrant for 2,640,845 shares with a $3.408 exercise price was canceled and replaced with a new warrant for the same number of shares at a $0.70 exercise price, expiring on October 3, 2028. The warrant remains immediately exercisable but is subject to a 4.99% (or, at NEA 14’s election, 9.99%) beneficial ownership limitation, adjustable by NEA 14 with 61 days’ prior notice.
Synlogic, Inc. reports minimal operating activity as a biopharma shell while pursuing a transformational merger with Caldera Therapeutics. For the six months ended June 30, 2026, revenue was $0, operating expenses were $2.3 million, and net income was $0.1 million, driven largely by a $2.2 million non‑cash gain from remeasuring warrant liabilities. Cash and cash equivalents were $13.2 million and total assets $13.5 million, against an accumulated deficit of $442.5 million; management believes current cash will fund operations for at least 12 months.
On July 28, 2026, Synlogic agreed to merge with Caldera under a new parent, with a concurrent $278.0 million Caldera financing. On a pro forma basis, legacy Synlogic holders are expected to own about 2.3% of the combined company, Caldera holders 62.8% and new investors 34.9%, subject to valuation and cash adjustments. The combined business will focus on Caldera’s CLD‑423 antibody for inflammatory bowel disease. Synlogic remains quoted on the OTC market after a Nasdaq delisting and continues to report a previously identified material weakness in internal control over financial reporting.
Synlogic, Inc. large shareholder New Enterprise Associates 14, L.P. and affiliated entities updated their beneficial ownership report in connection with Synlogic’s planned merger with Caldera Therapeutics, Inc. and Sonic Holdco, Inc.
NEA 14 is the record owner of about 2.9 million Synlogic common shares, representing 25.0% of the company’s outstanding common stock as of May 7, 2026. Control entities NEA Partners 14, L.P. and NEA 14 GP, LTD, as well as individual executive committee members Anthony A. Florence Jr., Mohamad H. Makhzoumi and Scott D. Sandell, may each be deemed to share voting and dispositive power over these shares, although each disclaims beneficial ownership beyond any shares held of record.
The amendment describes a July 28, 2026 Agreement and Plan of Merger under which Synlogic and Caldera are each expected to merge into subsidiaries of Sonic Holdco, with Synlogic shares converting into Sonic Holdco common stock based on exchange ratios in the merger agreement. NEA 14 and certain other stockholders entered support agreements to vote their Synlogic shares for the mergers and against competing proposals. Synlogic also entered a warrant amendment with NEA 14 that reduced the exercise price of NEA 14 purchase warrants to $0.70 per share and removed NEA 14’s contractual right to require a cash redemption at Black‑Scholes value. Forest Baskett and Patrick J. Kerins are reported to no longer beneficially own 5% or more of Synlogic’s common stock.
Funicular Funds, Cable Car Capital and Jacob Ma‑Weaver report beneficial ownership of 3,312,219 shares of Synlogic, Inc. common stock, representing 28.3% of the outstanding class, with sole voting and dispositive power, based on common stock with par value $0.001 per share.
On July 28, 2026, Synlogic agreed to an Agreement and Plan of Merger with Caldera Therapeutics and related entities. The reporting persons entered a Support Agreement committing to vote all their shares for the merger, oppose competing proposals, restrict transfers and proxies, forego appraisal rights, and grant an irrevocable proxy to Synlogic, subject to termination if the merger agreement ends.
Synlogic, Inc. agreed to a strategic stock-for-stock merger with Caldera Therapeutics, Inc., creating a new parent company, Sonic Holdco, Inc. Caldera and Synlogic will each merge into wholly owned subsidiaries of the parent, and the transactions are intended to qualify as a tax-free reorganization.
Based on pro forma assumptions, pre-merger Caldera equityholders are expected to own 62.8% of the combined company, Synlogic equityholders 2.3%, and investors in a concurrent private financing 34.9%, assuming $278.0 million of proceeds. Caldera’s implied valuation is $500.0 million and Synlogic’s $18.0 million, assuming Synlogic net cash of $6.0 million at closing.
Closing conditions include Synlogic and Caldera stockholder approvals, effectiveness of an S-4 registration statement, Nasdaq listing of the parent’s shares, completion of the $278.0 million financing, continued quotation of Synlogic’s shares on OTC Pink, and absence of specified material adverse effects. Caldera and Synlogic may owe termination fees of $5.0 million and $1.0 million, respectively, in certain circumstances. Synlogic also amended 7,394,363 outstanding warrants, cutting the exercise price from $3.408 to $0.70 per share and removing a cash redemption right in fundamental transactions.
Synlogic, Inc. has agreed to combine with Caldera Therapeutics, Inc. in an all-stock transaction in which both companies become wholly owned subsidiaries of a new holding company that will operate as Caldera Therapeutics and seek listing on Nasdaq under the symbol “CALD.” At Closing, pre-merger Caldera equityholders are expected to own 62.8% of the combined company, pre-merger Synlogic equityholders 2.3%, and investors in a concurrent financing 34.9%, based on a $500.0 million valuation for Caldera and $18.0 million for Synlogic (assuming $6.0 million Synlogic net cash), with percentages subject to adjustment.
Caldera has entered into a Securities Purchase Agreement for a concurrent private placement of approximately $278.0 million of Caldera common stock, with proceeds and existing cash expected to fund CLD-423 through Phase 2 trials in ulcerative colitis and Crohn’s disease and provide cash runway into 2029. Stockholders holding about 50.9% of Synlogic and 72.6% of Caldera have signed support agreements, and certain Caldera insiders agreed to 180‑day lock-ups on Parent stock.
Conditions to Closing include Synlogic and Caldera stockholder approvals, effectiveness of a Form S‑4 registration statement, listing approval for Parent common stock on Nasdaq, completion of the Concurrent Financing with at least $278.0 million in cash proceeds, maintenance of Synlogic’s OTC Pink quotation, and absence of continuing material adverse effects. Caldera may owe a $5.0 million termination fee and Synlogic a $1.0 million fee in specified deal-failure scenarios. Separately, Synlogic amended warrants on 7,394,363 shares to cut the exercise price from $3.408 to $0.70 and removed holders’ cash redemption right on a fundamental transaction.
SYNLOGIC, Inc. submitted a Form 25 notification with Nasdaq Stock Market LLC to remove its Common Stock from listing and withdraw its registration under Section 12(b) of the Exchange Act. The Exchange certified compliance with the rules governing voluntary withdrawal and signed the notice on behalf of Nasdaq.
Synlogic, Inc. reported no revenue for the quarter ended March 31, 2026 but posted net income of $681,000, up from $317,000 a year earlier, mainly due to a non-cash $1.9 million gain from remeasuring purchase warrant liabilities.
Operating expenses were modest at $1.3 million, reflecting its status as a shell company following the 2024 shutdown of its lead PKU trial and broad restructuring to one full-time employee. Cash and cash equivalents totaled $14.1 million, and management believes this will fund operations for at least 12 months. The company’s shares were delisted from Nasdaq and now trade on the OTC marketplace, and a previously disclosed material weakness in internal controls remains unresolved as Synlogic actively pursues strategic alternatives, including a possible merger or sale.