SYN Synthetic Biologics Inc

Item 1.01. Entry into a Material Definitive Agreement

On December 22, 2022, Theriva Biologics, Inc. (the “Company”) repurchased an aggregate of 720,000 shares of its common stock, par value $0.0001 (the “Common Stock”) from Manel Maria Cascallo Piqueras, Ramon Alemany and Gabriel Maria Capella Minar (the “Selling Stockholders”), three founders of its subsidiary Theriva Biosciences S.L. (formerly known as VCN Biosciences S.L.) in a privately negotiated transaction pursuant to the terms of a Share Repurchase Agreement entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) entered into on December 20, 2022 with each of the Selling Stockholders. The price per share was $0.4001, which was the closing price of the Common Stock on the day prior to the closing for an aggregate purchase price was $288,072. The closing was subject to fulfillment of certain conditions, including delivery of certain closing documents. The Share Repurchase Agreement contains customary representations, warranties and covenants of the parties. The repurchase was funded from the Company’s cash on hand and the shares to be repurchased will be held as treasury stock by the Company. The Selling Stockholders acquired the shares of the Company’s Common Stock as consideration for the sale of their shares of the subsidiary to the Company in March 2022.

The foregoing description of the Shares Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Share Repurchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference .