Current Report Filing (8-k)
October 20 2017 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 17, 2017
SYNDAX
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37708
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32-0162505
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(state or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Building D, Floor 3
35 Gatehouse Drive
Waltham, Massachusetts
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02451
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(781)
419-1400
(Former name
or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑
Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 17, 2017, Syndax Pharmaceuticals, Inc. (the
Company) entered into a Purchase Agreement with Biotechnology Value Fund, L.P. (BVF) and certain entities affiliated with BVF (the Purchase Agreement). Pursuant to the Purchase Agreement, the Company issued
directly to BVF in a registered direct offering (the Offering) of 2,021,018 shares of the Companys common stock at a price per share of $12.37 per share. The net proceeds from the Offering, after deducting estimated expenses, are
expected to be approximately $24.8 million. No underwriter or placement agent participated in the Offering.
The Offering was made pursuant to the
Companys shelf registration statement previously filed with the Securities and Exchange Commission (the SEC), which the SEC declared effective on April 20, 2017 (File
No. 333-217172),
as supplemented by the prospectus supplement filed with the SEC on October 18, 2017.
The Company closed the Offering on October 20, 2017. Immediately following the closing of the Offering, the Company had a total of 24,389,929 shares of
common stock issued and outstanding.
A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the common stock in the
Offering is filed herewith as Exhibit 5.1.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SYNDAX PHARMACEUTICALS, INC.
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By:
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/s/ Briggs W. Morrison, M.D.
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Briggs W. Morrison, M.D.
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Chief Executive Officer
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Dated: October 20, 2017
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