Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on November 21, 2025, Synlogic, Inc. (the "Company") received a letter (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that stated the Staff's belief that the Company is a "public shell" and that, therefore, the continued listing of its securities is no longer warranted in the view of the Staff. In the Notice, the Staff explained that it based this belief on its review of the Company's public disclosures and materials submitted to the Staff by the Company. The Notice further advised that, unless the Company timely requested a hearing before a Hearings Panel (the "Panel"), it would be subject to suspension/delisting on December 2, 2025. On November 28, 2025, the Company timely requested a hearing before the Panel, which temporarily stayed the suspension of trading and delisting of the Company's common stock from Nasdaq. The hearing was scheduled for January 20, 2026.

After additional consideration, the Company has determined that it is no longer in its best interest to pursue continued listing of its common stock on The Nasdaq Capital Market and withdrew its request for a hearing on January 16, 2026. As a result, on January 16, 2026, the Company received notice from Nasdaq that its shares will be suspended at the open of business on January 21, 2026. Nasdaq is expected to file a Form 25 Notification of Delisting with the Securities Exchange Commission when all internal procedural periods have run.

The Company expects and plans for its shares of common stock to be quoted by the OTC Markets Group, Inc. ("OTC") upon being delisted from Nasdaq.

The Company will continue to remain a reporting company under the Securities Exchange Act of 1934, as amended, and the transition to OTC is not expected to affect the Company's business operations. The Company will make additional disclosures relating to post-suspension trading as that information becomes available.