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): ~~November~~December 2115, 2025

SYNLOGIC, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37566	26-1824804
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PO Box 30
Winchester, Massachusetts		01890
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (617) 659-2802

    

     Not applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SYBX	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102 NoticeDeparture of DelistingDirectors or FailureCertain toOfficers; SatisfyElection aof ContinuedDirectors; ListingAppointment Ruleof orCertain StandardOfficers; TransferCompensatory Arrangements of ListingCertain Officers.

On(e) ~~November~~As ~~21,~~reported ~~2025,~~below ~~Synlogic,~~in ~~Inc~~Item 5.07 ~~(the~~of ~~“Company”)~~this ~~received~~Current aReport ~~letter~~on Form 8-K (the “~~Notice~~Report”), ~~from~~Synlogic, ~~the~~Inc. ~~Listing Qualifications Department~~ (the “~~Staff~~Company”) ofheld ~~The~~its ~~Nasdaq~~2025 ~~Stock~~annual ~~Market~~meeting ~~LLC~~of ~~(“Nasdaq”)~~stockholders ~~that stated~~ (the ~~Staff’s belief that the Company is a~~ “~~public~~Annual ~~shell~~Meeting”) ~~and~~on ~~that,~~December ~~therefore~~15, ~~the continued listing of its securities is no longer warranted in the view of the Staff. In the Notice~~2025, ~~the~~at ~~Staff~~which ~~explained that it based this belief on its review of~~ the Company’s ~~public~~stockholders ~~disclosures~~approved ~~and materials submitted to~~ the ~~Staff~~adoption byof the ~~Company. In addition~~Synlogic, ~~the~~Inc. ~~Staff~~2025 ~~noted~~Equity ~~its~~Incentive ~~belief~~Plan is(the ~~supported~~“2025 byPlan”). ~~the~~The ~~Company’s~~2025 ~~lack~~Plan ofauthorizes ~~revenue~~for ~~generating~~issuance ~~assets~~an ~~and~~aggregate ~~the~~of ~~substantial~~1,000,000 ~~reduction~~shares inof ~~employees~~common ~~and~~stock, ~~operations~~par ~~since~~value ~~February 2024~~$0.001 ~~The~~per ~~Staff~~share, ~~also~~of ~~considered~~ the Company’s ~~quarterly~~(the ~~reports~~“Common ~~on Forms 10-Q filed on May 8~~Stock”), ~~2025,~~plus ~~August 7~~332,468 ~~2025,~~additional ~~and~~shares ~~November~~of ~~13,~~Common ~~2025~~Stock, ~~respectively,~~ which ~~indicated~~may ~~that~~be ~~the~~issued ~~Company~~under ~~has not generated any revenue for~~ the ~~nine~~2025 ~~months~~Plan ~~ended~~if ~~2025~~awards ~~and~~outstanding ~~that~~under the ~~Company~~2015 ~~had~~Equity ~~research~~Incentive ~~and~~Award ~~development~~Plan ~~expenses of only $16,000. The Notice further advised that, unless~~ (the ~~Company~~“2015 ~~timely~~Plan”) ~~requests~~are acancelled ~~hearing~~or ~~before~~expire aon ~~Hearings~~or ~~Panel~~after ~~(the~~December ~~“Panel”)~~15, ~~it would be subject to suspension/delisting~~2025.

The ~~Company~~2025 ~~disagrees~~Plan ~~with~~is the ~~Staff’s~~successor ~~view~~to ~~regarding~~ the ~~Company’s~~2015 ~~status~~Plan, ~~as a “public shell”~~ and, accordingly, ~~intends~~no tofurther ~~timely~~awards ~~request a hearing. The hearing request~~ will ~~automatically~~be ~~stay~~made ~~any~~under ~~suspension or delisting action pending~~ the ~~hearing~~2015 Plan and ~~the expiration of~~ any ~~additional~~awards ~~extension~~granted ~~period~~under ~~that~~the ~~may~~2015 bePlan ~~granted~~prior byto the ~~Panel~~date ~~following~~of the ~~hearing.~~Annual ~~However,~~Meeting ~~there~~will ~~can~~remain beoutstanding nounder ~~assurance that~~ the ~~Company’s~~2015 ~~hearing~~Plan and will becontinue ~~successful,~~to vest and/or ~~that,~~become ifexercisable ~~successful,~~in ~~the~~accordance ~~Company will be able to maintain compliance~~ with ~~all~~their ~~applicable~~original ~~listing~~terms ~~criteria~~and conditions.

~~Forward~~A ~~Looking~~summary ~~Statements~~of the material terms of the 2025 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2025 (the “Proxy Statement”), under the heading “Approval of the Synlogic, Inc. 2025 Equity Incentive Plan,” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2025 Plan a copy of which is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.

ThisItem Current5.07 ReportSubmission onof FormMatters 8-Kto containsa “forward-lookingVote statements” within the meaning of federalSecurity and state securities lawsHolders.(a) SuchOn statementsDecember can be identified by words such as “will likely result15,” “expect2025,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the transactionsCompany describedheld inits thisAnnual Current Report on Form 8-KMeeting. SuchAt forward-looking statements are based upon the currentAnnual beliefsMeeting, anda expectationsquorum of our management and are inherently subject to significant business10, economic and competitive uncertainties and contingencies292,327 manyshares of whichthe areCompany’s difficultcommon tostock, predictor and generally beyond our control87.97% Actual results and the timing of events may differ materially from the resultsoutstanding includedshares inof suchcommon forward-lookingstock statements.entitled Investors are cautioned not to placevote undue reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the record date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a result of newOctober information24, future events or otherwise2025, exceptwere aspresent required by law. A list and description of risks, uncertainties and other factors that could cause or contributerepresented to differences in the Company’s results can be found in its filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements by these cautionary statementsproxy.

~~SIGNATURES~~(b) The following actions were taken at the Annual Meeting:

~~Pursuant~~1. toThe ~~the~~following ~~requirements~~nominees ofwere ~~the~~reelected ~~Securities~~to ~~Exchange~~serve ~~Act~~on the Company’s board of ~~1934,~~directors (the ~~registrant~~“Board ~~has~~of ~~duly~~Directors”) ~~caused~~as ~~this~~Class ~~report~~I todirectors beuntil ~~signed~~the onCompany’s ~~its~~2028 ~~behalf~~annual bymeeting ~~the~~of ~~undersigned~~stockholders, ~~thereunto~~based ~~duly~~on ~~authorized.~~the following votes:

Date: November 26, 2025		Synlogic, Inc.
Nominee	Shares Voted For			Shares Voted To Withhold Authority		Broker Non-Vote
		By:	/s/ Mary Beth Dooley
James Flynn		7,758,065			16,246		2,518,016
		Name:Title:	Mary Beth DooleyPrincipal Executive Officer and Principal Financial Officer
Richard P. Shea		7,689,398			84,913		2,518,016

After the Annual Meeting, Edward Mathers continued to serve as a Class II Director for a term that expires at the 2026 annual meeting, and Peter Barrett, Ph.D. continued to serve as a Class III Director for a term that expires at the 2027 annual meeting.

2. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, based on the following votes:


Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Votes
	7,748,367		17,545		8,399		2,518,016

3. The Company’s stockholders approved the adoption of the 2025 Plan, based on the following votes:


Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Votes
	7,406,487		360,064		7,760		2,518,016

4. The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, based on the following votes:


Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Votes
	10,284,074		7,949		304		—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
10.1#		Synlogic, Inc. 2025 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

# Management contract or compensatory plans or arrangements.

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 thereunto duly authorized.


Date: December 15, 2025	Synlogic, Inc.
	By:	/s/ Mary Beth Dooley
	Name: Title:	Mary Beth Dooley Principal Executive Officer and Principal Financial Officer

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