10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-37566

SYNLOGIC, INC.

(Exact name of Registrant as specified in its Charter)


Delaware (State or other jurisdiction of incorporation or organization)		26-1824804 (I.R.S. Employer Identification No.)

PO Box 30 Winchester, MA (Address of principal executive offices)		01890 (Zip Code)
(617) 659-2802 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b–2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 7, 2026, there were 11,696,641 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained herein are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•

our evaluation of strategic alternatives with a goal to enhance stockholder value, including the possibility of a merger or a sale of the Company;

•

the price for shares of our common stock given that they are currently quoted on the OTC Marketplace and may experience limited trading;

•

the terms and timing of any additional collaborative, licensing or other arrangements that we may establish;

•

the acquisition of businesses, products and technologies;

•

our need to implement additional infrastructure and internal systems; and

•

other risks and uncertainties, including those listed under Part II, Item 1A. “Risk Factors.”

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the “Risk Factors” section contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 and elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.

SYNLOGIC, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Consolidated Balance Sheets		1

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)		2

Unaudited Consolidated Statements of Stockholders’ Equity		3

Unaudited Consolidated Statements of Cash Flows		4

Notes to Unaudited Consolidated Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3. Quantitative and Qualitative Disclosures about Market Risk		17

Item 4. Controls and Procedures		17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		18

Item 1A. Risk Factors		18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3. Defaults Upon Senior Securities		19

Item 4. Mine Safety Disclosures		19

Item 5. Other Information		19

Item 6. Exhibits		20

Signatures		21

SYNlogic, Inc. and SUBSIDIARIES

Unaudited Consolidated Balance Sheets

(In thousands, except share amounts)


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	14,105		$	14,668
Prepaid expenses and other current assets		456			729
Total current assets		14,561			15,397
Restricted cash		50			50
Total assets	$	14,611		$	15,447
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	206		$	103
Accrued expenses		1,157			915
Purchase warrant liability		694			2,566
Total current liabilities		2,057			3,584
Commitments and contingencies (Note 10)
Stockholders' equity
Common stock, $0.001 par value
250,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 11,978,711 shares issued and 11,698,919 shares outstanding as of March 31, 2026 and 11,978,711 shares issued and 11,698,919 shares outstanding as of December 31, 2025		12			12
Additional paid-in capital		457,035			457,025
Accumulated other comprehensive income		—			—
Accumulated deficit		(441,975	)		(442,656	)
Treasury stock, at cost (279,792 shares at March 31, 2026 and at December 31, 2025)		(2,518	)		(2,518	)
Total stockholders' equity		12,554			11,863
Total liabilities and stockholders' equity	$	14,611		$	15,447

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Synlogic, INC. aND SUBSIDIARIES

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share amounts)


	For the Three Months Ended
	March 31, 2026			March 31, 2025
Revenue	$	—		$	—
Operating expenses:
Research and development		49			22
General and administrative		1,064			836
Restructuring and other charges		206			40
Total operating expenses		1,319			898
Loss from operations		(1,319	)		(898	)
Other income:
Interest and investment income		128			188
Change in fair value of purchase warrant liability		1,872			1,027
Total other income, net		2,000			1,215
Net income	$	681		$	317
Net income per share - basic and diluted	$	0.05		$	0.03
Weighted-average common shares - basic		12,394,912			12,283,543
Weighted-average common shares - diluted		12,398,525			12,388,595

Comprehensive income:
Net income	$	681		$	317
Comprehensive income	$	681		$	317

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Synlogic, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)


	Common stock $0.001 par value				Additional paid-in		Accumulated other comprehensive		Accumulated			Treasury Stock						Total
	Shares		Amount		capital		income (loss)		deficit			Shares			Amount			Stockholders' Equity
Balance at December 31, 2025		11,978,711	$	12	$	457,025	$	—	$	(442,656	)		(279,792	)	$	(2,518	)	$	11,863
Equity-based compensation expense		—		—		10		—		—			—			—			10
Net income		—		—		—		—		681			—			—			681
Balance at March 31, 2026		11,978,711	$	12	$	457,035	$	—	$	(441,975	)		(279,792	)	$	(2,518	)	$	12,554

Balance at December 31, 2024		11,975,901	$	12	$	456,908	$	—	$	(441,651	)		(279,792	)	$	(2,518	)	$	12,751
Equity-based compensation expense		—		—		25		—		—			—			—			25
Net income		—		—		—		—		317			—			—			317
Balance at March 31, 2025		11,975,901	$	12	$	456,933	$	—	$	(441,334	)		(279,792	)		(2,518	)	$	13,093

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Synlogic, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)


	Three Months Ended			Three Months Ended
	March 31, 2026			March 31, 2025
Cash flows from operating activities:
Net income	$	681		$	317
Adjustments to reconcile net income to net cash used in operating activities:
Gain on disposal of property and equipment		—			(12	)
Equity-based compensation expense		10			25
Change in fair value of warrant liability		(1,872	)		(1,027	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		273			271
Accounts payable and accrued expenses		345			(1,175	)
Net cash used in operating activities		(563	)		(1,601	)
Cash flows from investing activities:
Proceeds from the sale of property and equipment		—			12
Net cash provided by investing activities		—			12
Net decrease in cash, cash equivalents and restricted cash		(563	)		(1,589	)
Cash, cash equivalents and restricted cash at beginning of period		14,718			18,910
Cash, cash equivalents and restricted cash at end of period	$	14,155		$	17,321

The accompanying notes are an integral part of the unaudited consolidated financial statements.

SYNLOGIC, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(1)

Nature of Business

Organization

Synlogic, Inc., together with its wholly owned and consolidated subsidiaries (Synlogic or the Company), is a biopharmaceutical company that previously advanced novel therapeutics to transform the care of serious diseases. The Company focused on rare metabolic disorders, with its lead program, labafenogene marselecobac (SYNB1934), studied in Synpheny-3, a global, pivotal Phase 3 study for patients with phenylketonuria (PKU), and SYNB1353, a potential treatment for homocystinuria (HCU). Both PKU and HCU are caused by inborn errors of metabolism, and present significant need for innovation due to limitations of both efficacy and safety in the currently available medical treatment options. Since incorporation, the Company has devoted substantially all of its efforts to the research and development of its product candidates.

In February 2024, the Company and its board of directors decided to discontinue the Synpheny-3 trial and to conduct a comprehensive review of strategic alternatives. The Company also announced a corporate restructuring that resulted in a reduction in its workforce, leaving one remaining full-time employee. In addition, the Company has engaged consultants to, among other things, support the strategic review process and current business operations. (see Note 6, Restructuring and Other Charges in this Quarterly Report on Form 10-Q).

Going Concern and Liquidity

The Company’s interim unaudited consolidated financial statements have been prepared assuming it will continue as a going concern. The going concern assumption contemplates the continuity of operations, and the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has historically generated negative cash flows from operations and has an accumulated deficit of $442.0 million at March 31, 2026. At March 31, 2026, the Company had $14.1 million in unrestricted cash and cash equivalents. Following the execution of the corporate restructuring, the Company has determined its current cash and cash equivalents as of March 31, 2026 will be sufficient to fund its operations at the current levels for at least the next 12 months from the date of this filing. As the Company continues to review strategic alternatives, the Company will continue to incur costs and expenditures in connection with the process of evaluating strategic alternatives.

(2)

Summary of Significant Accounting Policies

The significant accounting policies described in the Company’s audited financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on March 12, 2026 (the 2025 Annual Report), have had no material changes during the three months ended March 31, 2026.

Basis of Presentation

The accompanying interim unaudited consolidated financial statements and the related disclosures as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the rules and regulations of the SEC for interim financial statements. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the Company’s 2025 and 2024 audited consolidated financial statements and notes included in the 2025 Annual Report. The consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by GAAP for complete financial statements. In the opinion of management, the interim unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position and results of operations for the three months ended March 31, 2026 and 2025. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim period or future year or period.

Principles of Consolidation

The accompanying interim unaudited consolidated financial statements include the accounts of Synlogic and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other accounting standard setting boards that the Company adopts as of the effective date. Unless otherwise discussed below, recently issued pronouncements that are or will be applicable to the Company did not have, or are not expected to have, a material impact on the Company’s present or future financial statements.

(3) Fair Value of Financial Instruments

The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as described under Note 2, Summary of Significant Accounting Policies, in the audited financial statements included in the 2025 Annual Report.

The Company’s investment portfolio includes many fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company applied other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. In addition, model processes were used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data.

The Company accounts for issued warrants either as derivative liabilities or as equity instruments depending on the specific terms of the agreement. Warrants that are equity-classified instruments and recorded in additional paid-in capital at issuance are not subject to remeasurement. The purchase warrants (defined below) issued in October 2023 are liability classified and recorded at fair value using the Black-Scholes option-pricing model at issuance, with any subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). We periodically evaluate changes in facts and circumstances that could impact the classification of warrants. None of the purchase warrants have been exercised since their issuance.

At March 31, 2026 and December 31, 2025, the Company has classified assets and liabilities measured at fair value on a recurring basis as follows (in thousands):


	Fair Value Measurements at Reporting Date Using
	March 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2026		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	14,105	$	14,105	$	—	$	—
Total	$	14,105	$	14,105	$	—	$	—
Liabilities:
Purchase warrant liability	$	694	$	—	$	—	$	694
Total	$	694	$	—	$	—	$	694

	Fair Value Measurements at Reporting Date Using
	December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2025		(Level 1)		(Level 2)		(Level 3)
Assets:

SEC Form 10-Q filed by Synlogic Inc.