Item 2.05. |
Costs Associated with Exit or Disposal Activities. |
On October 2, 2023, Syros Pharmaceuticals, Inc. (the “Company”) announced a strategic realignment to prioritize key development and pre-launch activities to advance tamibarotene for the treatment of newly diagnosed higher-risk myelodysplastic syndrome and newly diagnosed acute myeloid leukemia. The Company will stop further investment in the clinical development of SY-2101 (oral arsenic trioxide) for the treatment of newly diagnosed acute promyelocytic leukemia, as well as in the Company’s preclinical and discovery-stage programs. Syros may pursue further development of SY-2101 subject to additional capital availability.
In connection with these decisions, the Company’s authorized officers instituted certain expense reduction measures that were endorsed by the Board of Directors (the “Restructuring”), including a reduction of approximately 35% of the Company’s employee base (excluding members of the Company’s drug discovery organization whose employment will end concurrently with the termination, effective October 16, 2023, of our collaboration with Pfizer, Inc. related to the discovery, development and commercialization of novel therapies for sickle cell disease and beta thalassemia (the “Pfizer Agreement Termination”), which was previously disclosed on the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 21, 2023). The Restructuring is expected to be complete by the end of 2023.
As a result of the Restructuring, the Company estimates that it will incur approximately $1.8 to $2.0 million in costs in the fiscal quarter ending September 30, 2023 resulting from cash expenditures consisting of severance and benefit payments, outplacement services and related expenses (including such expenses incurred in connection with the Pfizer Agreement Termination). In addition, the Company estimates that it will incur asset impairment charges of approximately $0.3 to $0.6 million relating to the retirement of laboratory equipment. The estimate of costs that the Company expects to incur and the expected timing to complete the Restructuring are subject to a number of assumptions, and actual amounts may differ. The Company may also incur other cash or non-cash charges or cash expenditures not currently contemplated due to events that may occur as a result of, or in association with, the Restructuring.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Mark J. Alles from the Board of Directors
On September 28, 2023, Mark J. Alles notified the Board of Directors of the Company of his desire to resign from the Board of Directors and all committees or subcommittees thereof, effective September 30, 2023. This resignation was not the result of any disagreement with the Company. The Board of Directors approved a decrease in the size of the Board of Directors to nine members effective upon Mr. Alles’s resignation.
Retirement of Nancy Simonian; Appointment of Conley Chee as President & Chief Executive Officer
On September 28, 2023, Nancy Simonian, M.D., the President and Chief Executive Officer of the Company, provided the Company with notice of her desire and intention to retire, and on October 2, 2023, the Company announced Dr. Simonian’s retirement effective as of December 1, 2023 (the “Retirement Date”). Dr. Simonian will remain a member of the Company’s Board of Directors following the Retirement Date.
On October 2, 2023, the Company also announced that Conley Chee, currently the Company’s Chief Commercial Officer and Chief Business Officer, has been appointed by the Board of Directors to serve as the Company’s President and Chief Executive Officer effective as of December 2, 2023. Effective upon his assumption of the role of President and Chief Executive Officer, Mr. Chee will replace Dr. Simonian as the Company’s principal executive officer. The appointment of Mr. Chee was made pursuant to a succession plan developed and approved by the Board of Directors.
The Board of Directors also approved an increase in the size of the Board of Directors to ten members and the appointment of Mr. Chee as a Class III director, in each case effective upon Mr. Chee’s assumption of the role of President and Chief Executive Officer. The Board of Directors believes Mr. Chee is qualified to serve as a member