formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934

SYNTHETIC BIOLOGICS, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
87163U102
(CUSIP Number)
 
 
Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
  
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
Copy to:
Intrexon Corporation
Attention: Legal
20358 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
 
October 29, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box   r .

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Randal J. Kirk
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
PF
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                         
 o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
SOLE VOTING POWER
3,125,000
8
SHARED VOTING POWER
6,675,768
9
SOLE DISPOSITIVE POWER
3,125,000
10
SHARED DISPOSITIVE POWER
6,675,768
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,800,768
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                         
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14
TYPE OF REPORTING PERSON
IN
 
 
Page 2 of 7
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Intrexon Corporation
I.R.S. IDENTIFICATION NO.: 26-0084895
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                         
 o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Virginia
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
6,675,768
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
6,675,768
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,675,768
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                         
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14
TYPE OF REPORTING PERSON
CO
 
 
Page 3 of 7
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

NRM VII Holdings I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                         
 o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
SOLE VOTING POWER
3,125,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
3,125,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                         
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14
TYPE OF REPORTING PERSON
OO – Limited Liability Company
 
 
Page 4 of 7
 
 
This Amendment No. 2 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated December 7, 2011 and filed on December 12, 2011 as amended by Amendment No. 1 dated October 16, 2012 and filed on October 19, 2012 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Synthetic Biologics, Inc. a Nevada corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), Intrexon Corporation, a Virginia corporation (“Intrexon”) and NRM VII Holdings I, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“NRM VII Holdings” and, together with Mr. Kirk and Intrexon, the “Reporting Persons”), are filing this Amendment to disclose the acquisition by NRM VII Holdings of 3,125,000 shares of Common Stock in a private offering conducted by the Company.  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.
 
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On October 25, 2012, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers in a private placement an aggregate of 6,750,000 shares of the Company’s Common Stock at a price per share of $1.60 (the “Common Shares”) for aggregate gross proceeds of $10,800,000 (the “Offering”).  On October 29, 2012 the Company completed the Offering.  NRM VII Holdings used $5,000,000 of its working capital to purchase 3,125,000 Common Shares in the Offering.

In connection with the Offering, the Company entered into an agreement with NRM VII Holdings (the “Joinder Agreement”) pursuant to which NRM VII Holdings agreed to be bound by the terms of and join Intrexon as a party to its registration rights agreement with the Company entered into in connection with the Exclusive Channel Collaboration Agreement between the Company and Intrexon dated August 6, 2012.
 
The foregoing descriptions of the Purchase Agreement and Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the full text of the Purchase Agreement and Joinder Agreement, which are filed as Exhibit 10.1 and Exhibit 10.3, respectively, to the Company’s Current Report on Form 8-K dated October 25, 2012 and filed October 31, 2012 and incorporated herein by reference.

Item 4.
Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons’ responses to Item 3 are incorporated herein by reference.  NRM VII Holdings acquired the shares for investment purposes.

Item 5.
Interest in Securities of the Issuer.

Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in its entirety as follows:
 
 
Page 5 of 7
 
 
(a) and (b)   See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 33,395,538 shares of Common Stock outstanding as of August 9, 2012 as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 14, 2012, plus 3,552,210 shares of common stock issued to Intrexon pursuant to an Exclusive Channel Collaboration Agreement on October 16, 2012, plus 6,750,000 shares of common stock issued in connection with the Offering.

Reporting Person
  
Amount of Common Stock
Beneficially
Owned
  
Percent
of Class
  
Sole Power
to Vote or
Direct
the Vote
  
Shared
Power to
Vote or
Direct
the Vote
  
Sole Power to
Dispose or to
Direct the
Disposition
  
Shared Power to
Dispose or to
Direct the
Disposition
Randal J. Kirk
     9,800,768       22.5 %     3,125,000       6,675,768       3,125,000       6,675,768  
NRM VII Holdings I, LLC
     3,125,000       7.2 %     3,125,000       —       3,125,000       —  
Intrexon Corporation
     6,675,768       15.3 %     —       6,675,768       —       6,675,768  

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons’ responses to Items 3 and 4 are incorporated herein by reference.

Item 7.
Material to be Filed as Exhibits.

Exhibit 1
Form of Stock Purchase Agreement by and between Synthetic Biologics, Inc. and NRM VII Holdings I, LLC dated as of October 25, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated October 25, 2012 and filed October 31, 2012)
 
Exhibit 2
Joinder Agreement by and between Synthetic Biologics, Inc. and NRM VII Holdings I, LLC dated as of October 25, 2012 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated October 25, 2012 and filed October 31, 2012)
 
Exhibit 3
Joint Filing Agreement, dated as of November 1, 2012, by and between Mr. Kirk, NRM VII Holdings I, LLC and Intrexon Corporation
 
 
Page 6 of 7
 
 
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  November 1, 2012

 
/s/ Randal J. Kirk
 
Randal J. Kirk
   
 
NRM VII HOLDINGS I, LLC
   
   
 
By:
/s/ Randal J. Kirk
   
Randal J. Kirk
   
Manager
   
 
INTREXON CORPORATION
   
   
 
By:
/s/ Randal J. Kirk
   
Randal J. Kirk
   
Chief Executive Officer
 
 
Page 7 of 7
 
 
EXHIBIT INDEX

Exhibit 1
Form of Stock Purchase Agreement by and between Synthetic Biologics, Inc. and NRM VII Holdings I, LLC dated as of October 25, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated October 25, 2012 and filed October 31, 2012)
 
Exhibit 2
Joinder Agreement by and between Synthetic Biologics, Inc. and NRM VII Holdings I, LLC dated as of October 25, 2012 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated October 25, 2012 and filed October 31, 2012)
 
Joint Filing Agreement, dated as of November 1, 2012, by and between Mr. Kirk, NRM VII Holdings I, LLC and Intrexon Corporation