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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.
Synlogic, Inc. filed an Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add the Part III disclosures that were intentionally omitted from the original filing. The amendment covers directors, governance, executive and director compensation, ownership, related-party policies and auditor fees.
The Board has four directors, all deemed independent, and the company reports having one full-time employee as of March 31, 2026, focused on strategic transactions. Principal Executive and Financial Officer Mary Beth Dooley received 2025 total compensation of $335,500, with no bonus or equity grants that year.
Funicular Funds and New Enterprise Associates 14 each hold more than 25% of Synlogic’s common stock, while several other investors exceed five percent. Audit fees paid to KPMG LLP for 2025 were $365,000, with additional tax fees. The filing also highlights insider trading controls, a clawback policy and equity incentive and director compensation programs.
Synlogic, Inc. is the target of a take-private proposal from a major shareholder. Funicular Funds, Cable Car Capital and Jacob Ma‑Weaver amended their Schedule 13D to disclose a non-binding proposal to acquire all Synlogic shares they do not already own for $0.64 per share in cash.
The group reports beneficial ownership of 3,312,219 shares, representing about 28.3% of Synlogic’s outstanding common stock, based on 11,698,919 shares outstanding as of March 5, 2026 as stated in the company’s recent annual report.
Synlogic, Inc. files its annual report describing a transition from an operating biotech to a non‑operating public shell focused on pursuing strategic alternatives, including a potential merger or sale of the company. The shift follows the February 2024 decision to discontinue Synpheny‑3, the pivotal Phase 3 trial of lead PKU candidate SYNB1934, after an internal review indicated it was unlikely to meet its primary endpoint.
The company’s common stock was delisted from Nasdaq effective January 21, 2026, and now trades on the OTC Basic Market under the symbol SYBX, with related liquidity, penny‑stock and “blue sky” constraints highlighted as key risks. As of June 30, 2025, non‑affiliate market value of common stock was $4.4 million based on a $1.27 share price, and as of March 5, 2026, 11,698,919 shares were outstanding.
Synlogic reports it is operating with one full‑time employee focused on evaluating transactions and that ongoing expenses are primarily public‑company costs. The filing emphasizes a large patent and trademark portfolio around its Synthetic Biotic platform but warns that if no strategic deal is completed, the board may consider dissolution and liquidation. Management also discloses a material weakness in internal control over financial reporting related to significant, non‑routine transactions.
Synlogic, Inc. filed an amended current report updating investors on its Nasdaq delisting and trading plans. The company withdrew its request for a Nasdaq hearing on January 16, 2026, and Nasdaq notified Synlogic that trading in its common stock would be suspended at the open of business on January 21, 2026, with a Form 25 to follow.
Synlogic states that, under Nasdaq rules, it believes it is a “public shell.” The company expects its common stock to be quoted on the OTC Markets Group, specifically the OTCQB Venture Market, and has submitted an application. Synlogic will remain a reporting company under the Exchange Act and does not expect the move to OTC to affect its business operations.