Synlogic, Inc. filed its quarterly report on Form 10-Q for the period ended September 30, 2026, with the SEC on November 12, 2026, disclosing shell company status, a pending merger with Caldera Therapeutics, Inc., and a net loss of $3.872 million for the third quarter.

Key Highlights

  • Shell company designation: The registrant checked "Yes" to the shell company question on the cover page of the filing.
  • Pending merger: The filing references "our forthcoming merger with Caldera Therapeutics, Inc." as a forward-looking matter subject to uncertainty.
  • Net loss Q3 2026: Net loss for the three months ended September 30, 2026 was $3.872 million, compared to $2.301 million for the same period in 2025.
  • Nine-month net loss: Net loss for the nine months ended September 30, 2026 was $3.734 million, versus $2.513 million for the nine months ended September 30, 2025.
  • Cash position: Cash and cash equivalents stood at $11.560 million as of September 30, 2026, down from $14.668 million at December 31, 2025.
  • Restructuring and transaction charges: The company reported $1.603 million in restructuring and transaction related charges for Q3 2026 and $1.983 million for the nine months ended September 30, 2026.
  • Shares outstanding: As of November 3, 2026, there were 12,248,950 shares of common stock outstanding.

Synlogic Reports Q3 2026 Results Amid Caldera Merger and Shell Company Classification

According to the filing, Synlogic, Inc. - whose shares are quoted on the OTCID Basic Market and carry no Section 12(b) registered securities - recorded zero revenue for both the three and nine months ended September 30, 2026, consistent with the prior-year periods. Total operating expenses for Q3 2026 were $2.302 million, up from $0.991 million in Q3 2025, driven in part by restructuring and transaction related charges of $1.603 million in the quarter. General and administrative expenses for the nine months ended September 30, 2026 were $2.587 million, compared to $2.454 million in the same period of 2025, the filing disclosed.

The company reported a change in fair value of its purchase warrant liability of negative $1.682 million for Q3 2026, contributing to total other expense, net, of $1.570 million for the quarter. For the nine months ended September 30, 2026, the change in fair value of the purchase warrant liability was a gain of $0.539 million. The purchase warrant liability balance was $0 as of September 30, 2026, down from $2.566 million at December 31, 2025, following a reclassification of $2.027 million to equity during the third quarter, according to the statements of stockholders' equity.

Total assets as of September 30, 2026 were $11.849 million, with total stockholders' equity of $10.178 million and an accumulated deficit of $446.390 million, compared to an accumulated deficit of $442.656 million at December 31, 2025. The filing notes that shares are "currently quoted on the OTCID Basic Market and may experience limited trading." The company is classified as a non-accelerated filer and smaller reporting company. Forward-looking statements in the filing, including those related to the pending Caldera Therapeutics merger, are the company's own and subject to its cautionary language.

What Was Disclosed

Synlogic filed its Form 10-Q for the quarter ended September 30, 2026, reporting zero revenue, a Q3 net loss of $3.872 million, cash of $11.560 million, shell company status, and a pending merger with Caldera Therapeutics, Inc.