Item 8.01. Other Events.

On January 6, 2021, Synthetic Biologics, Inc. (the "Company") filed a prospectus supplement to its Registration Statement on Form S-3 (333-224728), which was declared effective on May 15, 2018, to update and amend certain information contained in the prospectus, dated May 15, 2018, relating to the offer and sale of shares of the Company's common stock from time to time through or directly to B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.), acting as sales agent or principal. Any such sales would be deemed to be "at the market offerings" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, pursuant to an At Market Issuance Sales Agreement, dated August 5, 2016, with B. Riley, as amended by amendment no. 1, dated May 7, 2018 (the "Sales Agreement"). As of January 6, 2021, the Company has sold an aggregate of 12,802,366 shares of common stock (on a post 2018 split basis) having an aggregate offering price of $15,942,452 under the Sales Agreement. As of January 6, 2021, the Company had 36,954,708 shares of common stock outstanding, after taking into account 6,858,696 shares of common stock issued pursuant to warrant exercises and 996,522 shares of common stock issued upon conversion of preferred stock.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The opinion of the Company's counsel regarding the validity of the shares of common stock that will be issued pursuant to the Sales Agreement and the prospectus supplement is filed herewith as Exhibit 5.1 and is incorporated by refence herein.

Item 9.01. Financial Statements and Exhibits.





(d)  Exhibits.

The following exhibits are filed with this Current Report on Form 8-K.





Exhibit
 Number    Description

  5.1        Opinion of Parsons Behle & Latimer

  23.1       Consent of Parsons Behle & Latimer (included in Exhibit 5.1 hereof)

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