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

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Item1.01. Entry into a Material Definitive Agreement.

On May24, 2017, Syndax Pharmaceuticals, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Morgan Stanley Co. LLC and Citigroup Global
Markets Inc., as representatives of the several underwriters (the
Underwriters), relating to the issuance and sale by the Company
of 3,750,000 shares (the Shares) of the Companys common stock,
par value $0.0001 per share (Common Stock), at a public offering
price of $13.25 per share (the Offering). to the Underwriting
Agreement, the Company has granted the Underwriters a 30-day
option to purchase up to 562,500 additional shares of Common
Stock. The net proceeds to the Company from the Offering,
excluding any exercise by the underwriters of their 30-day option
to purchase additional shares, are expected to be approximately
$46.5 million after deducting underwriting discounts and
commissions and estimated expenses payable by the Company.
Closing is expected to occur on or about May 31, 2017, subject to
customary closing conditions.

The Underwriting Agreement includes certain customary
representations, warranties and covenants by the Company, and it
provides that the Company will indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or contribute to payments the
Underwriters may be required to make because of any of those
liabilities. The representations, warranties and covenants
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.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed
herewith as Exhibit1.1 and incorporated herein by reference.

The Shares were offered and sold to the Companys Registration
Statement on FormS-3 (Registration No.333-217172), previously
filed with and declared effective by the Securities and Exchange
Commission (the SEC), and a prospectus supplement. A copy of the
legal opinion of Cooley LLP relating to the legality of the
issuance and sale of the Shares is filed herewith as

Other Events.

On May24, 2017,
the Company issued a press release announcing the pricing of the
Offering. A copy of the press release is attached as Exhibit99.1,
the terms of which are incorporated herein by reference.

This Current
Report shall not constitute an offer to sell, or the solicitation
of an offer to buy, nor shall there be any sale of the Shares in
any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.


1.1 Underwriting Agreement, dated May 24, 2017, between the
Company and the Underwriters named therein.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
99.1 Press Release, dated May 24, 2017.


This Current
Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to Syndaxs expectations regarding
the completion and timing of the public offering. These
statements are subject to significant risks and uncertainties and
actual results could differ materially from those projected.
Syndax cautions investors not to place undue reliance on the
forward-looking statements contained in this release. These risks
and uncertainties include, without limitation, risks and
uncertainties related to the satisfaction of customary closing
conditions related to the public offering. There can be no
assurance that Syndax will be able to complete the public
offering on the anticipated terms, or at all. Risks and
uncertainties relating to Syndax and its business can be found in
Syndaxs filings with the U.S. Securities and Exchange Commission,
including the Risk Factors sections contained therein, as well as
the risks identified in the registration statement and the
preliminary prospectus supplement relating to the offering. These
forward-looking statements are based on Syndaxs expectations and
assumptions as of the date of this press release. Except as
required by law, Syndax undertakes no duty or obligation to
update any forward-looking statements contained in this report as
a result of new information, future events or changes in Syndaxs


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.


SYNDAX PHARMACEUTICALS, INC. (NASDAQ:SNDX) closed its last trading session 00.00 at 13.89 with 431,086 shares trading hands.

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