SYNDAX PHARMACEUTICALS, INC. (NASDAQ:SNDX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2020, Syndax Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Cowen and Company, LLC (the “Representatives”), as representatives of the several underwriters (collectively, the “Underwriters”), relating to the issuance and sale of 5,555,556 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $18.00 per share (the “Offering”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 833,333 shares of Common Stock. The net proceeds to the Company from the Offering are expected to be approximately $93.7 million (or approximately $107.8 million if the Underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Offering is being made to the Company’s shelf registration statement on Form S-3 (File No. 333-233564), declared effective by the Securities and Exchange Commission on September 10, 2019, a base prospectus dated September 10, 2019 and the related prospectus supplement dated April 30, 2020. The Offering is expected to close on or about May 4, 2020, subject to satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Certain of the Company’s directors and executive officers have agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock for 60 days, and the Company has agreed not to sell or transfer any shares of the Company’s common stock for 60 days, in each case, after April 30, 2020, without first obtaining the written consent of the Representatives.
The foregoing description of the terms of each of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
Item 8.01 Other Events.
On April 30, 2020, the Company issued a press release announcing the pricing of the Offering, A copy of the Company’s press release announcing the pricing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits.
Syndax Pharmaceuticals Inc Exhibit
EX-1.1 2 sndx-ex11_8.htm EX-1.1 sndx-ex11_8.htm EXECUTION VERSION Exhibit 1.1 5,…
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About SYNDAX PHARMACEUTICALS, INC. (NASDAQ:SNDX)
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.
