Investor group offers $0.64 cash for Synlogic (SYBX) in take-private move

Rhea-AI Filing Summary

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.

Insights

Event-driven equity analyst

Large holder proposes a cash buyout at $0.64 per Synlogic share.

A group led by Funicular Funds and Cable Car Capital amended its ownership filing after sending Synlogic’s board a non-binding proposal to purchase all remaining common shares at $0.64 per share in cash.

The group already beneficially owns 3,312,219 shares, or 28.3% of the company, based on 11,698,919 shares outstanding as of March 5, 2026. The proposal’s terms and conditions are referenced in an attached exhibit, and any outcome would depend on board and shareholder responses.

Key Figures

Proposed offer price: $0.64 per share Beneficially owned shares: 3,312,219 shares Ownership percentage: 28.3% +2 more

5 metrics

Proposed offer price $0.64 per share Non-binding proposal to acquire all remaining Synlogic shares

Beneficially owned shares 3,312,219 shares Shares reported owned by the reporting persons

Ownership percentage 28.3% Portion of Synlogic’s outstanding common stock held by group

Shares outstanding 11,698,919 shares Synlogic shares outstanding as of March 5, 2026 per Form 10-K

Date of proposal April 2, 2026 Date the non-binding proposal was delivered to the board

Key Terms

Schedule 13D, beneficially owned, non-binding proposal, investment adviser, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"As of the date hereof, the Fund beneficially owned 3,312,219 Shares..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

non-binding proposal financial

"setting forth a non-binding proposal (the "Proposal") to acquire all outstanding Shares..."

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

investment adviser financial

"Cable Car is an SEC registered investment adviser and serves as the general partner of the Fund."

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 3,312,219.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SYNLOGIC, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87166L209

(CUSIP Number)

JACOB MA-WEAVER
CABLE CAR CAPITAL, LP, 601 California Street, Suite 1151
San Francisco, CA, 94108
415-857-1965

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 87166L209

1

Name of reporting person

Funicular Funds, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,312,219.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,312,219.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,312,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 87166L209

1

Name of reporting person

Cable Car Capital, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,312,219.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,312,219.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,312,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.3 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Formerly known as Cable Car Capital LLC

SCHEDULE 13D

CUSIP Number(s): 87166L209

1

Name of reporting person

Ma-Weaver Jacob

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)

OO

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:

7	Sole Voting Power 3,312,219.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,312,219.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,312,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.3 %

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: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1") relating to the Common Stock, par value $0.001 per share (the "Shares"), of Synlogic, Inc. (the "Issuer"). This Amendment No. 1 amends the Schedule 13D filed by the Reporting Persons as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 2.	Identity and Background
(b)	Item 2(b) is hereby amended to read as follows: Cable Car is an SEC registered investment adviser and serves as the general partner of the Fund.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On April 2, 2026, the Reporting Persons delivered a letter to the Board of Directors of the Issuer setting forth a non-binding proposal (the "Proposal") to acquire all outstanding Shares not already owned by the Reporting Persons for $0.64 per share in cash. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the Proposal, which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based on 11,698,919 Shares outstanding as of March 5, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. As of the date hereof, the Fund beneficially owned 3,312,219 Shares, constituting approximately 28.3% of the Issuer's outstanding Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 3,312,219 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 3,312,219 Shares owned by the Fund.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On April 2, 2026, the Reporting Persons submitted the Proposal defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Proposal, dated April 2, 2026.

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.

Funicular Funds, LP

Signature:	/s/ Jacob Ma-Weaver
Name/Title:	Jacob Ma-Weaver, Managing Member
Date:	04/06/2026

Cable Car Capital, LP

Signature:	/s/ Jacob Ma-Weaver
Name/Title:	Jacob Ma-Weaver, Managing Member
Date:	04/06/2026

Ma-Weaver Jacob

Signature:	/s/ Jacob Ma-Weaver
Name/Title:	Jacob Ma-Weaver
Date:	04/06/2026

FAQ

What did the Synlogic (SYBX) shareholder group propose in this filing?

The shareholder group submitted a non-binding proposal to acquire all Synlogic shares they do not already own for $0.64 per share in cash. The proposal was delivered to the board on April 2, 2026 and is attached as Exhibit 99.1.

How much of Synlogic (SYBX) does Funicular Funds and Cable Car Capital own?

The reporting persons state they beneficially own 3,312,219 Synlogic common shares, representing about 28.3% of the outstanding stock. This percentage is calculated using 11,698,919 shares outstanding as of March 5, 2026, per Synlogic’s latest annual report.

Who are the main reporting persons in this Synlogic (SYBX) Schedule 13D/A?

The main reporting persons are Funicular Funds, Cable Car Capital and Jacob Ma‑Weaver. Cable Car Capital is described as an SEC-registered investment adviser and general partner of the fund, and Ma‑Weaver is the managing member of Cable Car.

Is the $0.64 per share Synlogic (SYBX) offer binding?

The filing describes the proposal as a non-binding proposal to acquire all outstanding Synlogic shares not already owned by the group for $0.64 per share in cash. Detailed terms are contained in the proposal attached as Exhibit 99.1 and incorporated by reference.

How was the 28.3% ownership in Synlogic (SYBX) calculated?

The 28.3% figure is based on the group’s 3,312,219 beneficially owned shares divided by 11,698,919 shares outstanding as of March 5, 2026. That outstanding share count comes from Synlogic’s Form 10‑K filed on March 12, 2026, as cited in the filing.