Current Report Filing (8-k)
June 20 2018 - 4:36PM
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):
June 18, 2018
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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35 Gatehouse Drive, Building D,
Floor 3
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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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.
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Item 3.02 Unregistered Sales of Equity Securities.
On June 18, 2018, Syndax Pharmaceuticals, Inc. (the Company) entered into an exchange agreement (the Exchange
Agreement) with entities affiliated with Biotechnology Value Fund, L.P. (the Exchanging Stockholders), pursuant to which the Company exchanged an aggregate of 2,000,000 shares of the Companys common stock, par value $0.0001
per share (Common Stock), owned by the Exchanging Stockholders for
pre-funded
warrants (the Exchange Warrants) to purchase an aggregate of 2,000,000 shares of Common Stock (subject
to adjustment in the event of stock splits, recapitalizations and other similar events affecting Common Stock), with an exercise price of $0.0001 per share. The Exchange Warrants will expire twenty years from the date of issuance. The Exchange
Warrants are exercisable at any time prior to expiration except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of
Common Stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. The Exchange Warrants were issued without registration under the
Securities Act of 1933, as amended (the Securities Act), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
The description of the Exchange Agreement and the Exchange Warrant are not complete and are qualified in their entirety by reference to the
Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form
8-K
and incorporated herein by reference. The representations,
warranties and covenants made by the Company in the Exchange Agreement and the Exchange Warrant were made solely for the benefit of the parties to the Exchange Agreement and the Exchange Warrant, as applicable, including, in some cases, for the
purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warranty or covenant to investors. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Item 9.01. Financial Statements and Exhibits.
(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/ Luke J. Albrecht
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Luke J. Albrecht
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Vice President, General Counsel and Secretary
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Dated: June 20, 2018
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