UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2010
SYNTA PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 001-33277 | | 04-3508648 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
45 Hartwell Avenue
Lexington, MA 02421
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (781) 274-8200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
On November 10, 2010, Synta Pharmaceuticals Corp. (the “Company”) entered into a Subscription Agreement with its director and existing stockholder Bruce Kovner pursuant to which the Company has sold 1,440,923 shares of its common stock, $0.0001 par value per share (the “Shares”), to Mr. Kovner, at a purchase price of $3.47 per Share. The Shares were sold directly to Mr. Kovner without a placement agent, underwriter, broker or dealer. The proceeds to the Company were approximately $5.0 million after deducting estimated offering expenses payable by the Company.
The Shares were offered and sold pursuant to a prospectus supplement dated November 10, 2010 and an accompanying prospectus dated August 28, 2008, pursuant to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-152833), which was filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2008 and declared effective by the Commission on August 28, 2008. The sale of the Shares was settled on November 10, 2010.
Mr. Kovner is the Company’s largest stockholder, beneficially owning approximately 23.7% of the Company’s issued and outstanding common stock prior to the closing of the sale and issuance of the Shares under the Subscription Agreement, and approximately 26.4% of the Company’s issued and outstanding common stock following the sale and issuance of the Shares.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto. A copy of the Subscription Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the sale and issuance of the Shares by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
ITEM 8.01 Other Events.
On November 11, 2010, the Company issued a press release announcing the sale and issuance of the Shares to Mr. Kovner. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| | |
10.1 | | Subscription Agreement, dated November 10, 2010, by and between Synta Pharmaceuticals Corp. and Bruce Kovner. |
| | |
23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1). |
| | |
99.1 | | Press Release, dated November 11, 2010. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNTA PHARMACEUTICALS CORP. |
| |
| |
Dated: November 12, 2010 | /s/ Keith S. Ehrlich |
| Keith S. Ehrlich |
| Vice President, Finance and Administration |
| Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| | |
10.1 | | Subscription Agreement, dated November 10, 2010, by and between Synta Pharmaceuticals Corp. and Bruce Kovner. |
| | |
23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1). |
| | |
99.1 | | Press Release, dated November 11, 2010. |
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