UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 15, 2012
Synthetic Biologics, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 01-12584 | 13-3808303 | |
| (Commission File Number) | (IRS Employer Identification No.) |
3985 Research Park Drive, Suite 200
Ann Arbor, MI 48108
(Address of principal executive offices and zip code)
(734) 332-7800
(Registrant’s telephone number including area code)
Adeona Pharmaceuticals, Inc.
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 15, 2012, the Company filed an amendment to its articles of incorporation to effectuate a change in the Company’s name from Adeona Pharmaceuticals, Inc. to Synthetic Biologics, Inc. effective immediately. A copy of the Certificate of Amendment to the Articles of Incorporation is furnished as Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 15, 2012, Synthetic Biologics, Inc. (formerly, Adeona Pharmaceuticals, Inc., the “Company”) held a Special Meeting of Stockholders (the “Meeting”). The matter voted on at the Meeting was an amendment to the Company’s articles of incorporation to effectuate a change in the Company’s name from Adeona Pharmaceuticals, Inc. to Synthetic Biologics, Inc. The proposal, which was approved by the required number of votes, was passed by a majority of the outstanding shares of common stock. In addition, the Company issued a press release regarding the results of the Meeting that is furnished as Exhibit 99.1 hereto. The final voting results were as follows:
| Name Change | For | Against | Abstained |
Broker Non-votes |
||||||||||||
| 21,264,514 | 95,437 | 291,718 | 0 | |||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed as part of this Report.
|
Exhibit Number |
Description |
| 3.1 | Certificate of Amendment to the Articles of Incorporation of the Company |
| 99.1 |
Press Release dated February 16, 2012 regarding the results of the Special Meeting of Stockholders held on February 15, 2012. |
SIGNATURES
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.
| Dated February 16, 2012 | Adeona Pharmaceuticals, Inc. | |
| (Registrant) | ||
| By: | /s/ Jeff Riley | |
| Name: Jeff Riley | ||
| Title: Chairman | ||
EXHIBIT INDEX
|
Exhibit Number |
Description |
| 3.1 | Certificate of Amendment to the Articles of Incorporation of the Company |
| 99.1 |
Press Release dated February 16, 2012 regarding the results of the Special Meeting of Stockholders held on February 15, 2012. |
Adeona Becomes Synthetic Biologics, Inc.
-- New Name Reflects Biotechnology Company Focus on the Emerging Field of Synthetic Biologics –
-- New NYSE Amex Ticker Symbol: SYN –
For Immediate Release
Ann Arbor, MI, February 16, 2012 – Adeona Pharmaceuticals, Inc. (NYSE Amex: AEN), a developer of synthetic DNA-based therapeutics and innovative disease-modifying medicines for serious illnesses, announced today that it received approval at yesterday’s special meeting of stockholders to change its corporate name to Synthetic Biologics, Inc. It is expected that the Company's shares will start trading under its new name and stock ticker symbol, "SYN", effective as of market open today, Thursday, February 16, 2012. Synthetic Biologics’ common stock has been assigned a new CUSIP number of 87163U102 in connection with the name change. Outstanding stock certificates are not affected by the name change and will not need to be exchanged.
Following the special meeting, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State to effect the name change.
About Synthetic Biologics, Inc.
Synthetic Biologics is a biotechnology company focused on the development of synthetic DNA-based therapeutics and innovative disease-modifying medicines for serious illnesses. Synthetic Biologics is developing, or has partnered the development of, product candidates to treat pulmonary arterial hypertension, relapses in multiple sclerosis, cognitive dysfunction in multiple sclerosis, fibromyalgia and amyotrophic lateral sclerosis (ALS). For more information, please visit Synthetic Biologics’ website at www.syntheticbiologics.com.
For further information, please contact:
Jeff Riley
Chief Executive Officer
(734) 332-7800, Ext. 22
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