SYNDAX PHARMACEUTICALS, INC. (NASDAQ:SNDX) Files An 8-K Entry into a Material Definitive Agreement

SYNDAX PHARMACEUTICALS, INC. (NASDAQ:SNDX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On October17, 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”). to the Purchase Agreement, the Company issued directly to BVF in a registered direct offering (the “Offering”) of 2,021,018 shares of the Company’s 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 $24.8million. No underwriter or placement agent participated in the Offering.

The Offering was made to the Company’s shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”), which the SEC declared effective on April20, 2017 (File No.333-217172), as supplemented by the prospectus supplement filed with the SEC on October18, 2017.

The Company closed the Offering on October20, 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 1.01. Financial Statements and Exhibits.

(d) Exhibits.

Syndax Pharmaceuticals Inc Exhibit
EX-5.1 2 d466476dex51.htm EX-5.1 EX-5.1 Exhibit 5.1   Robert W. Phillips +1 415 693 2020 [email protected] October 20,…
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Syndax Pharmaceuticals, Inc (Syndax) is a clinical stage biopharmaceutical company focused on developing a pipeline of combination therapies in multiple cancer indications. The Company’s product candidate, entinostat, which was granted Breakthrough Therapy designation by the FDA following positive results from its Phase IIb clinical trial, ENCORE 301, is being evaluated in a Phase III clinical trial for advanced hormone receptor positive breast cancer. It is developing entinostat, which has direct effects on both cancer cells and immune regulatory cells, and SNDX-6352, an anti-CSF-1R monoclonal antibody, to enhance the body’s immune response on tumors that have shown sensitivity to immunotherapy. Entinostat is being evaluated as a combination therapeutic in Phase Ib/II clinical trials with Merck & Co., Inc. for non-small cell lung cancer and melanoma, with Genentech, Inc. for TNBC, and with Pfizer Inc. and Merck KGaA, Darmstadt, Germany, for ovarian cancer.

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