13D Filing: OrbiMed Advisors and Synlogic Inc. (SYBX)

Item 1.

Security and Issuer

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.001 per share (the “Shares”), of Synlogic, Inc., a Delaware corporation formerly known as Mirna Therapeutics, Inc. (the “Issuer”), with its principal offices located at 200 Sidney Street, Suite 320, Cambridge, Massachusetts 02139.  The Shares are listed on The NASDAQ Global Market under the ticker symbol “SYBX”.

Item 2.

Identity and Background

(a)          This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c)  Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI, which is the sole general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds Shares, as more particularly described in Item 3 below.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.

The directors and executive officers of Advisors and GP VI are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:

(i)            name;

(ii)           business address;

(iii)         present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)          citizenship.

(d) – (e)  During the last five years, neither the Reporting Persons nor any person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Isaly is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Merger (as defined below), OPI VI had purchased from Synlogic, Inc. (“Old Synlogic”), in a series of private transactions, 2,004,864 shares of Series B Preferred Stock and 372,209 shares of Series C Preferred Stock for an aggregate purchase price of $17,999,996.  On August 28, 2017, the Issuer completed its business combination with Old Synlogic in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of May 15, 2017, by and among the Issuer, Meerkat Merger Sub, Inc. (“Merger Sub”), and Old Synlogic (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Synlogic, with Old Synlogic surviving as a wholly owned subsidiary of the Issuer (the “Merger”).  On August 25, 2017, in connection with, and prior to the completion of, the Merger, the Issuer effected a 1:7 reverse stock split of its common stock (the “Reverse Stock Split”) and on August 28, 2017, immediately after completion of the Merger, the Issuer changed its name to “Synlogic, Inc.”  Under the terms of the Merger Agreement, the Issuer issued Shares to Old Synlogic’s stockholders, at an exchange rate of 0.5532 Shares, after taking into account the Reverse Stock Split, for each share of Old Synlogic common stock and preferred stock outstanding immediately prior to the Merger.