Exhibit 10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Subscription") is dated October 10, 2014, by
and between the investor identified on the signature page hereto (the
"Investor") and Synthetic Biologics, Inc., a company incorporated and registered
in the State of Nevada (the "Company"), whereby the parties agree as follows:
1.
Subscription.
(a)
Investor agrees to buy and the Company agrees to sell and issue to
Investor such number of Units ("Units") as set forth on the signature page
hereto, for an aggregate purchase price (the "Purchase Price") equal to the
product of (x) the aggregate number of Units the Investor has agreed to purchase
and (y) the purchase price per Unit set forth on the signature page hereto, each
Unit consisting of (i) one share of the Company's common stock (the "Shares"),
$0.001 par value per share (the "Common Shares") and (ii) a warrant (the
"Warrants") to purchase 0.5 Common Shares (the "Warrant Shares"). The Purchase
Price is set forth on the signature page hereto. The Company proposes to enter
into substantially this same form of Subscription Agreement with certain other
investors (the "Other Investors") and expects to complete sales of the Units to
them. The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the "Investors," and this Subscription and the
Subscription Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the "Subscriptions".
(b)
The offering and sale of the Units have been registered on a Registration
Statement on Form S-3 (Registration No. 333-189794) (the "Registration
Statement"). The Registration Statement has been declared effective by the
Securities and Exchange Commission (the "Commission") and is effective on the
date hereof. The prospectus included in the Registration Statement at the time
it was declared effective by the Commission or in the form in which it has been
most recently filed with the Commission on or prior to the date of this
Subscription is hereinafter called the "Base Prospectus." Any preliminary form
of prospectus which is filed or used prior to filing of the Prospectus (as
hereinafter defined) is hereinafter called a "Preliminary Prospectus." Any
reference herein to the Base Prospectus, any Preliminary Prospectus or the
Prospectus or to any amendment or supplement to any of the foregoing shall be
deemed to include any documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), and also shall be deemed to include any documents
incorporated by reference therein, and any supplements or amendments thereto,
filed with the Commission after the date of filing of the Prospectus pursuant to
Rule 424(b) under the Securities Act, and prior to the termination of the
offering of the Units by the Placement Agent. A final prospectus supplement will
be delivered to the Investor as required by law. Such final prospectus
supplement, in the form in which it shall be filed with the Commission pursuant
to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter
called