Item 3.02 Unregistered Sales of Equity Securities.

On November 28, 2012, a closing was held for the transaction previously announced on November 12, 2012 between Synthetic Biologics, Inc. (the "Company") and Prev ABR LLC ("Prev"). The Company issued 625,000 shares of Company common stock (the "Shares") in partial consideration for the acquisition of the C. diff program assets of Prev, including pre-Investigational New Drug (IND) package, Phase I and Phase II clinical data, manufacturing process data and all issued and pending U.S. and international patents. The offer and issuance of the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For this issuance, the Company is relying on the exemption from federal registration under Section 4(2) of the Securities Act, based on the Company's belief that the offer and sale of the Shares does not involve a public offering as all of the members of Prev have represented that they are "accredited investors" as defined under Section 501 promulgated under the Securities Act and no general solicitation has been involved in the offering.

On December 3, 2012, the Company issued the press release attached hereto as Exhibit 99.1 regarding the closing described herein.

Item 8.01 Other Events.

On November 28, 2012, the Company completed the closing of its Asset Purchase Agreement with Prev, which was previously announced in the Company's press release on November 12, 2012. Pursuant to the Asset Purchase Agreement, upon the closing, the Company paid Prev an additional cash payment of $135,000 and issued to Prev the Shares, of which 375,000 Shares are being held in escrow.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated December 3, 2012.