Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
As previously announced, on
Pursuant to the laws of the
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, each ten (10) shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 158,437,840 shares to 15,843,784 shares (subject to rounding of fractional shares).
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 10, will, in lieu of a fractional share, automatically be entitled to receive an additional fractional share of the Company's common stock to round up to the next whole number. The Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
NYSE American Compliance
The Reverse Stock Split is being effected to meet the per share price
requirements of the NYSE American, the Company's current listing exchange. If
the Company's common stock were to fall below
Certificated and Non-Certificated Shares
The Company's transfer agent,
All book-entry or other electronic positions representing issued and outstanding shares of the Company's common stock will be automatically adjusted. Those stockholders holding common stock in "street name" will receive instructions from their brokers.
Capitalization; Adjustment of
The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock.
In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company's outstanding shares of preferred stock and stock options and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans will be reduced proportionately.
Trading Symbol; New CUSIP
After the Reverse Stock Split, the trading symbol for the Company's common stock will continue to be "SYN." The new CUSIP number for the Company's common stock following the Reverse Stock Split is 87164U409.
Certificate of Change
The above description of the Certificate of Change and the Reverse Stock Split
is a summary of the material terms thereof and is qualified in its entirety by
reference to the Certificate of Change, a copy of which is attached hereto as
Exhibit 3.1, as filed with the Secretary of State of the
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description Certificate of Change filed with the Secretary of State of the State 3.1 ofNevada onJuly 21, 2022 (effective as ofJuly 25, 2022 ) 104 Cover Page Interactive Data File (embedded within the XBRL document)
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