Item 1.01 Entry Into a Material Definitive Agreement.
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions.
The Offering was made pursuant to the Company's effective registration statement
on Form S-3 (Registration Statement No. 333-258151) previously filed with the
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Item 8.01 Other Events.
On
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the Company's expectations
with respect to the Offering, including its ability to complete the Offering and
its expected and intended use of proceeds from the Offering. These and any other
forward-looking statements in this report are based on management's current
expectations of future events and are subject to a number of risks and
uncertainties that could cause actual results to differ materially and adversely
from those set forth in or implied by such forward-looking statements. These
risks and uncertainties include, but are not limited to, the risks and
uncertainties associated with market conditions and the satisfaction of
customary closing conditions related to the proposed offering, as well as risks
and uncertainties detailed in the Company's periodic filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedSeptember 22, 2021 , amongSynlogic, Inc. andJefferies LLC andSVB Leerink LLC , as representatives of the several underwriters named therein. 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C . (included in Exhibit 5.1) 99.1 Press Release, datedSeptember 22, 2021 , related to the launch of the offering. 99.2 Press Release, datedSeptember 22, 2021 , related to the pricing of the offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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