Syros Pharmaceuticals,Inc. (NASDAQ:SYRS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On January31, 2018, the Company entered into an Amendment No.1 to the Stock Purchase Agreement with Incyte (the “Amendment”) to facilitate the Private Placement. to the Stock Purchase Agreement, as amended by the Amendment,Incyte agreed to purchase 125,656 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $1.2 million in cash, or $9.55 per share, in the Private Placement. The number of Shares that Incyte agreed to purchase is equal to its pro rata share (as calculated to the Stock Purchase Agreement, as amended). The closing of the sale of the Shares (the “Closing”) will take place concurrently with the closing of the Public Offering, which is expected to occur on or about February2, 2018, and each closing is subject to customary closing conditions.
to the terms of the Stock Purchase Agreement, as amended by the Amendment, the Company has agreed to file an amendment to its Registration Statement on FormS-3 (File No.333-222634) to cover the resale by Incyte of the Shares within 30 days following the Closing.
The foregoing description of the material terms of the Amendment is qualified in its entirety by the terms of the Amendment, which the Company intends to file as an exhibit to its Annual Report on Form10-K for the fiscal year ended December31, 2017.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in the Explanatory Note and Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Incyte in the Stock Purchase Agreement, as amended by the Amendment, the offering and sale of the Shares will be exempt from registration under Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”). The Shares will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering. Incyte represented that it is an accredited investor, as such term is defined in Rule501(a)of Regulation D under the Securities Act, and that it is acquiring the Shares for investment purposes only and not with a view to any distribution of the Shares in violation of the United States federal securities laws.
This Form8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the Company’s plans to consummate the proposed Public Offering and Private Placement, and its plans to file a registration statement to register the resale of the Shares. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to the satisfaction of customary closing conditions related to the proposed Public Offering and Private Placement; risks described under the caption “Risk Factors” in the Company’s Quarterly Report on Form10-Q for the quarter ended September30, 2017, which