UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 20182020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period fromto
Commission File Number: 001-37708
Syndax Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
| | |
Delaware | 2834 | 32-0162505 |
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
35 Gatehouse Drive, Building D, Floor 3
Waltham, Massachusetts 02451
(781) 419-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | |
Title of Each Class
Trading Symbol(s) | Name of Each Exchangeeach exchange on Which Registered which registered |
Common Stock par value $0.0001 per share | SNDX | The Nasdaq Global SelectStock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐☒ No ☒☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☒☐
|
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Non-accelerated Filer | ☐☒
| Smaller Reporting Company | ☒ |
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Emerging growth company | ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
As of June 30, 2018,2020, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $118.0$500.1 million, based on the closing price of the registrant’s common stock on June 30, 2018.2020. Shares of the registrant’s common stock held by each officer and director and each person known tostockholders that the registrant to own 10% or morehas concluded are affiliates of the outstanding common stock of the registrant have been excluded in that such persons may be deemed affiliates.registrant. This determination of affiliate status is not a determination for other purposes.
As of March 6, 2019,10, 2021, there were 25,000,74048,235,759 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 20192021 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2018,2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
Syndax Pharmaceuticals, Inc. (the “Company”) is filingExplanatory Note
The sole purpose of this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”(“Amendment No. 1”) to amend itsthe Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 of Syndax Pharmaceuticals, Inc. (the “Original Filing”“Company”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 201912, 2021 (the “Original Filing Date”“Form 10-K”), is to updateamend the exhibit listing in Item 15(a)(3) of Part IVcertifications of the Original Filing to incorporate by reference a previously filed exhibit that was inadvertently omitted from the exhibit list in the Original Filing.
In addition,Company’s Principal Executive Officer and Principal Financial Officer pursuant to Rule 12b-15 under Securities13a-14(a) or 15d-14(a) of the Exchange Act (the “Certifications”), to correct an inadvertent omission of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302a portion of paragraph 4 of the Sarbanes-Oxley Act of 2002, whichCertifications. The Certifications are attached hereto. Becauseincluded herewith as Exhibits 31.1 and 31.2.
Except as described above, no financial statementsother changes have been amended by or included in thismade to the Form 10-K. This Amendment and this Amendment does not contain or amend any disclosure with respectNo. 1 to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5the Form 10-K speaks as of the certifications have been omitted.
The Amendment does not amend, modify or otherwise update any other information inoriginal filing date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing. In addition, this AmendmentForm 10-K, does not reflect events that may have occurred subsequent to the Original Filing Date.original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the original filing.
i
PART IV
Item 15. Exhibits, Financial Statements and Schedules
(a)(1) Financial Statements.
The response to this portion of Item 15 is set forth under Item 8 hereof.
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto.
(a)(3) Exhibits.
Exhibit
No. | | Description |
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3.1 | | Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37708), as filed with the SEC on March 8, 2016). |
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3.2 | | Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-37708), as filed with the SEC on March 8, 2016). |
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4.1 | | Specimen Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-208861), as filed with the SEC on February 20, 2016). |
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4.2 | | Form of Indenture,Pre-Funded Warrant to purchase Common Stock issued pursuant to the Exchange Agreement between the RegistrantCompany and one or more trustees to be namedBiotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P. and Biotechnology Value Trading Fund OS, L.P., dated June 18, 2018 (incorporated herein by reference to Exhibit 4.54.1 to the Company’s Registration StatementCurrent Report on Form S-38-K (File No. 333-217172)001-37708), as filed with the SEC on April 6, 2017)June 20, 2018). |
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4.3 | | Form of Common StockPre-Funded Warrant Agreementissued pursuant to the securities purchase agreement between the Company and Warrant CertificateCertain Purchasers, dated March 26, 2019 (incorporated herein by reference to Exhibit 4.74.2 to the Company’s Registration StatementCurrent Report on Form S-38-K (File No. 333-217172)001-37708), as filed with the SEC on April 6, 2017)March 29, 2019). |
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4.4 | | Form of Debt SecuritiesPre-Funded Warrant Agreementissued pursuant to the securities purchase agreement between the Company and Warrant CertificateCertain Purchasers, dated January 30, 2020 (incorporated herein by reference to Exhibit 4.94.1 to the Company’s Registration StatementCurrent Report on Form S-38-K (File No. 333-217172)001-37708), as filed with the SEC on April 6, 2017)February 4, 2020). |
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4.5 | | FormDescription of PreferredCapital Stock Warrant Agreement and Warrant Certificate (incorporated herein(incorporated by reference to Exhibit 4.84.5 to the Company’s Registration Statement on Form S-3 (File No. 333-217172), as filed with the SEC on April 6, 2017).
|
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4.6
| | Form of Warrant Agreement by and between the Company and entities affiliated with Biotechnology Value Fund, L.P., dated as of June 18, 2018 (incorporated herein by reference to Exhibit 4.1 to the Company’s PeriodicAnnual Report on Form 8-K10-K (File No. 001-37708), as filed with the SEC on June 20, 2018)March 5, 2020).
|
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10.1* | | 2007 Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.2* | | 2007 Stock Plan Amendment, dated as of March 8, 2013 (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.3* | | 2007 Stock Plan Amendment, dated as of July 10, 2013 (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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Exhibit
No.
| | Description
|
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10.6* | | 2007 Stock Plan Amendment, dated as of May 28, 2015 (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.7* | | 2007 Stock Plan Amendment, dated as of August 20, 2015 (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.8* | | Form of Incentive Stock Option Agreement under 2007 Stock Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.9* | | Form of Non-Statutory Stock Option Agreement under 2007 Stock Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.10* | | 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-8 (File No. 333-210412), as filed with the SEC on March 25, 2016). |
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10.11* | | Form of Incentive Stock Option Agreement under 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.12* | | Form of Non-Qualified Option Agreement under 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.13* | | Form of Stock Unit Agreement under 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 6, 2020). |
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10.14* | | Form of Deferred Settlement Stock Unit Agreement under 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No. 001-37708), as filed with the SEC on March 12, 2021). |
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10.15* | | 2015 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.16 to the Company’s Registration Statement on Form S-8 (File No. 333-210412), as filed with the SEC on March 25, 2016). |
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10.14*
| | Executive Employment Agreement by and between the company and Briggs W. Morrison, M.D., dated as of September 30, 2015 (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016).
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10.15*
| | Executive Employment Agreement by and between the company and Michael A. Metzger, dated as of September 30, 2015 (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016).
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10.16* | | Amended and Restated Executive Employment Agreement by and between the Company and Briggs W. Morrison, M.D., dated as of April 27, 2020 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 7, 2020). |
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10.17* | | Amended and Restated Executive Employment Agreement by and between the Company and Michael A. Metzger, dated as of April 27, 2020 (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 7, 2020). |
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Exhibit
No. | | Description |
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10.18* | | Amended and Restated Executive Employment Agreement by and between the Company and Michael L. Meyers, M.D., Ph.D., dated as of October 1, 2015April 27, 2020 (incorporated herein by reference to Exhibit 10.1810.6 to the Company’s Registration StatementQuarterly Report on Form S-110-Q (File No. 333-208861)001-37708), as filed with the SEC on January 4, 2016)May 7, 2020). |
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10.17*10.19*
| | Executive Employment Agreement by and between the Company and Richard P. Shea,Daphne Karydas, dated as of February 9, 2017July 6, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 10, 2017)November 5, 2020). |
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10.18*10.20*
| | Non-employee Director Compensation Policy, as amended, dated as of February 12, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 7, 2020). |
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10.21* | | Form of Indemnification Agreement by and between the company and each of its directors and officers (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.19†10.22†
| | License, Development and Commercialization Agreement by and between the company and Bayer Schering Pharma AG, dated as of March 26, 2007 (incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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Exhibit
No.
| | Description
|
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10.20†10.23†
| | First Amendment to the License, Development and Commercialization Agreement by and between the company and Bayer Pharma AG, dated as of October 13, 2012 (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.2110.24
| | Second Amendment to the License, Development and Commercialization Agreement by and between the company and Bayer Pharma AG, dated as of February 1, 2013 (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.22†10.25†
| | Third Amendment to the License, Development and Commercialization Agreement by and between the company and Bayer Pharma AG, dated as of October 9, 2013 (incorporated herein by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.23†10.26†
| | Letter Agreement by and between the company and Bayer Pharma AG, dated as of September 18, 2014 (incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.24†10.27†
| | Clinical Trial Agreement by and between the company and Eastern Cooperative Oncology Group, dated as of March 14, 2014 (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.25†10.28†
| | Amendment No. 1 to Clinical Trial Agreement by and between the company and ECOG-ACRIN Cancer Research Group, dated as of January 30, 2015 (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.26†10.29†
| | Amendment No. 2 to Clinical Trial Agreement by and between the company and ECOG-ACRIN Cancer Research Group, dated as of July 31, 2015 (incorporated herein by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1/A (File No. 333-208861), as filed with the SEC on February 22, 2016). |
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Exhibit
No. | | Description |
| | |
10.27†10.30†
| | Amendment No. 3 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated as of April 20, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 15, 2016). |
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10.28†10.31†
| | Amendment No. 4 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated as of April 20, 2016 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 15, 2016). |
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10.29†10.32†
| | Amendment No. 5 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated as of April 20, 2016 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 15, 2016). |
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10.30†10.33†
| | Amendment No. 6 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated as of April 25, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 15, 2016). |
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10.31†10.34†
| | Amendment No. 7 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated January 9, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 9, 2017). |
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Exhibit
No.
| | Description
|
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10.32†10.35†
| | Amendment No. 8 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated January 18, 2017 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 9, 2017). |
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10.33†10.36†
| | Amendment No. 9 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated November 22, 2017 (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-37708), as filed with the SEC on March 8, 2018). |
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10.34†10.37†
| | Amendment No. 10 to Clinical Trial Agreement by and between the Company and ECOG-ACRIN Cancer Research Group, dated October 15, 2018 (incorporated herein by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (File No. 001-37708), as filed with the SEC on March 7, 2019). |
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10.35†10.38†
| | Amendment No. 11 to Clinical Trial Collaboration and Supply Agreement by and between the companyCompany and MSD International GmbH,ECOG-ACRIN Cancer Research Group, dated as of March 27, 2015July 1, 2019 (incorporated herein by reference to Exhibit 10.3210.1 to the Company’s Registration StatementQuarterly Report on Form S-110-Q (File No. 333-208861)001-37708), as filed with the SEC on January 4, 2016)November 7, 2019). |
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10.36†10. 39†
| | First Amendment No. 12 to Clinical Trial Collaboration and Supply Agreement by and between the company and MSD International GmbH, dated as of August 13, 2015 (incorporated herein by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1/A (File No. 333-208861), as filed with the SEC on February 22, 2016).
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10.37†
| | Amendment #1 to Clinical Trial Collaboration and Supply Agreement by and between the Company Merck Sharp & Dohme B.V., and MSD International GmbH,ECOG-ACRIN Cancer Research Group, dated as of April 26, 2017May 12, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on August 10, 2017)6, 2020).
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10.38†10.40†
| | License, Development and Commercialization Agreement by and between the company and Kyowa Hakko Kirin Co., Ltd., dated December 19, 2014 (incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.39†10.41†
| | Side Letter by and between the company and Kyowa Hakko Kirin Co., Ltd., dated December 19, 2014 (incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
Exhibit
No. | | Description |
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10.40†
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10.42† | | Amendment #1 to License, Development and Commercialization Agreement by and between the company and Kyowa Hakko Kirin Co., Ltd., dated September 18, 2015 (incorporated herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1/A (File No. 333-208861), as filed with the SEC on February 22, 2016). |
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10.41†10.43†
| | Amendment #2 to License, Development and Commercialization Agreement by and between the company and Kyowa Hakko Kirin Co., Ltd., dated January 16, 2017 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 9, 2017). |
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10.42†10.44†
| | Combination Study Collaboration Agreement by and between the company and Genentech, Inc. dated August 24, 2015 (incorporated herein by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016).
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10.43†
| | Clinical Trial Collaboration and Supply Agreement by and between the company, Pfizer Inc. and Ares Trading S.A., dated as of December 31, 2015 (incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1/A (File No. 333-208861), as filed with the SEC on January 11, 2016).
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Exhibit
No.
| | Description
|
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10.44†
| | License Agreement by and between the Company and UCB Biopharma Sprl, dated as of July 1, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001- 37708), as filed with the SEC on October 7, 2016). |
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10.45† | | Side Agreement by and between the Company and UCB Biopharma Sprl, dated March 8, 2017 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 9, 2017). |
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10.4610.46†
| | Amendment No. 1 to License Agreement by and between the Company and UCB Biopharma Sprl, dated as of July 9, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on November 7, 2019). |
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10.47 | | Third Amended and Restated Investors’ Rights Agreement by and among the company and the parties thereto, dated as of August 21, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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10.47†10.48†
| | License Agreement by and between the Company and Vitae Pharmaceuticals, Inc., dated as of October 13, 2017 (incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 001-37708), as filed with the SEC on March 8, 2018). |
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10.4810.49†
| | PurchaseAmendment No. 1 to License Agreement by and amongbetween the Company Biotechnology Value Fund, L.P. and certain entities affiliated with BVF,Vitae Pharmaceuticals, Inc., dated as of October 17, 2017January 25, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company’s PeriodicQuarterly Report on Form 8-K10-Q (File No. 001-37708), as filed with the SEC on October 20, 2017)May 8, 2019).
|
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10.4910.50
| | Exchange Agreement by and between the Company and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P. and Biotechnology Value Trading Fund OS, L.P., dated June 18, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 8-K (File No. 001-37708), as filed with the SEC on June 20, 2018). |
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10.51 | | Loan and Security Agreement dated February 7, 2020 between Syndax Pharmaceuticals, Inc. and Hercules Capital, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37708), as filed with the SEC on May 7, 2020). |
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21.1 | | Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No. 333-208861), as filed with the SEC on January 4, 2016). |
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23.1**23.1
| | Consent of Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 23.1 to the Company’s Annual Report for the Period ended December 31, 2018on Form 10-K (File No. 001-37708), as filed with the SEC on March 7, 2019)12, 2021). |
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24.1 | | Power of Attorney (incorporated(included on the signature page ofto this report) (incorporated herein by reference to Exhibit 24.1 to the Original Filing)Company’s Annual Report on Form 10-K (File No. 001-37708), as filed with the SEC on March 12, 2021). |
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31.1 | | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
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Exhibit
No. | | Description |
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31.2 | | Certification of the Principal Financial Officerand Principal Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
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32.1+** | | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 to the Company’s Annual Report for the Period ended December 31, 2018on Form 10-K (File No. 001-37708), as filed with the SEC on March 7, 2019)12, 2021). |
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101.INS**101.INS
| | Inline XBRL Instance Document(incorporated by reference to Exhibit 101.INS to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019). |
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101.SCH**101.SCH
| | Inline XBRL Taxonomy Extension Schema Document(incorporated by reference to Exhibit 101.SCH to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019). |
| | |
101.CAL**101.CAL
| | Inline XBRL Taxonomy Extension Calculation Linkbase Document(incorporated by reference to Exhibit 101.CAL to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019). |
| | |
Exhibit
No.
| | Description
|
| | |
101.DEF**101.DEF
| | Inline XBRL Taxonomy Extension Definition Linkbase Document(incorporated by reference to Exhibit 101.DEF to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019). |
| | |
101.LAB**101.LAB
| | Inline XBRL Taxonomy Extension Label Linkbase Document(incorporated by reference to Exhibit 101.LAB to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019). |
| | |
101.PRE**101.PRE
| | Inline XBRL Taxonomy Extension Presentation Linkbase Document(incorporated by reference to |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.PRE to the Company’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019).101) |
* | Indicates a management contract or compensatory plan. |
**
| Previously filed or furnished with the registrant’s Annual Report for the Period ended December 31, 2018 (File No. 001-37708), filed on March 7, 2019.
|
+ | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
† | Confidential treatment has been granted for certain portions of this exhibit. These portions have been omitted and filed separately with the SEC. |
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the registrant’s Annual Report on Form 10-k/Areport to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| | SYNDAX PHARMACEUTICALS, INC. |
| | | |
Date: March 18, 2019April 30, 2021 | | By: | /s/ Briggs W. Morrison, M.D. |
| | | Briggs W. Morrison, M.D. |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
7
| | | | |
Signature | | Title | | Date |
| | | | |
/s/ Briggs W. Morrison, M.D. | | Chief Executive Officer and Director (Principal Executive Officer) | | April 30, 2021 |
Briggs W. Morrison, M.D. | | |
| | | | |
/s/ Daphne Karydas | | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | April 30, 2021 |
Daphne Karydas | | |
| | | | |
* | | Chief Operating Officer and Director | | April 30, 2021 |
Michael A. Metzger | | | | |
| | | | |
* | | Chairman of the Board of Directors | | April 30, 2021 |
Dennis G. Podlesak | | |
| | | | |
* | | Director | | April 30, 2021 |
Pierre Legault | | |
| | | | |
* | | Director | | April 30, 2021 |
Fabrice Egros, PharmD, Ph.D. | | |
| | | | |
* | | Director | | April 30, 2021 |
Keith A. Katkin | | |
| | | | |
* | | Director | | April 30, 2021 |
Jennifer Jarrett | | |
| | | | |
* | | Director | | April 30, 2021 |
William Meury | | |
| | | | |
*By: | | /s/ Luke J. Albrecht |
| | Luke J. Albrecht |
| | Attorney-in-Fact |