{"filing":{"accession_number":"0001193125-26-322160","cik":"0001527599","ticker":"SYBX","company_name":"SYNLOGIC, INC.","form":"8-K","filing_date":"2026-07-29","report_date":"2026-07-27","primary_document":"d91010d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1527599/000119312526322160/d91010d8k.htm"},"events":[{"id":21397,"run_id":19298,"accession_number":"0001193125-26-322160","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Synlogic entered into a definitive Merger Agreement on July 28, 2026, to combine with Caldera Therapeutics through an all-stock transaction creating a new holding company (Sonic Holdco, Inc.), with the combined company operating as Caldera Therapeutics. Synlogic stockholders will own approximately 2.3% of the combined company post-closing, with the transaction expected to close by early 2027 subject to stockholder approval and customary closing conditions.","company_name":"SYNLOGIC, INC.","ticker":"SYBX","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21027,"accession_number":"0001193125-26-322160","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Synlogic entered into a definitive Merger Agreement on July 28, 2026, to combine with Caldera Therapeutics through an all-stock transaction creating a new holding company (Sonic Holdco, Inc.). The agreement specifies detailed exchange ratios, closing conditions, termination fees ($5.0 million for Caldera, $1.0 million for Synlogic), and support agreements from stockholders holding approximately 50.9% of Synlogic's capital stock. This is a material acquisition/merger transaction requiring stockholder approval and SEC registration, with expected closing by early 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"","ticker":null,"filing_date":""},{"id":21028,"accession_number":"0001193125-26-322160","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 3.03 incorporates Item 1.01 by reference, which discloses entry into a definitive merger agreement between Synlogic and Caldera Therapeutics. The press release (EX-99.1) confirms that Synlogic and Caldera have \"entered into a definitive merger agreement to combine in an all-stock transaction,\" with the combined company to operate as Caldera Therapeutics. This is a material acquisition/change of control event, accompanied by a concurrent $278 million private placement. The transaction is expected to close by early 2027 subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"","ticker":null,"filing_date":""},{"id":21029,"accession_number":"0001193125-26-322160","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Synlogic has entered into a definitive merger agreement with Caldera Therapeutics in an all-stock transaction where both companies will become wholly-owned subsidiaries of a newly formed holding company. The combined company will operate as Caldera Therapeutics and trade on Nasdaq. This is a material change of control and merger transaction, with Synlogic stockholders expected to own approximately 2.3% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"","ticker":null,"filing_date":""},{"id":21030,"accession_number":"0001193125-26-322160","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive merger agreement between Synlogic and Caldera Therapeutics, with Synlogic stockholders expected to own approximately 2.3% of the combined company post-closing. This is a material acquisition/change of control transaction, accompanied by a concurrent $278 million private placement. The transaction is expected to close by early 2027 subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":21027,"accession_number":"0001193125-26-322160","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Synlogic entered into a definitive Merger Agreement on July 28, 2026, to combine with Caldera Therapeutics through an all-stock transaction creating a new holding company (Sonic Holdco, Inc.). The agreement specifies detailed exchange ratios, closing conditions, termination fees ($5.0 million for Caldera, $1.0 million for Synlogic), and support agreements from stockholders holding approximately 50.9% of Synlogic's capital stock. 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This is a material acquisition/change of control event, accompanied by a concurrent $278 million private placement. The transaction is expected to close by early 2027 subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"SYNLOGIC, INC.","ticker":"SYBX","filing_date":"2026-07-29"},{"id":21029,"accession_number":"0001193125-26-322160","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Synlogic has entered into a definitive merger agreement with Caldera Therapeutics in an all-stock transaction where both companies will become wholly-owned subsidiaries of a newly formed holding company. The combined company will operate as Caldera Therapeutics and trade on Nasdaq. This is a material change of control and merger transaction, with Synlogic stockholders expected to own approximately 2.3% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"SYNLOGIC, INC.","ticker":"SYBX","filing_date":"2026-07-29"},{"id":21030,"accession_number":"0001193125-26-322160","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive merger agreement between Synlogic and Caldera Therapeutics, with Synlogic stockholders expected to own approximately 2.3% of the combined company post-closing. This is a material acquisition/change of control transaction, accompanied by a concurrent $278 million private placement. The transaction is expected to close by early 2027 subject to customary closing conditions including stockholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:21:45.988466+00:00","company_name":"SYNLOGIC, INC.","ticker":"SYBX","filing_date":"2026-07-29"}]}