Purchase Agreements
On March 26, 2019, Syndax Pharmaceutics, Inc. (the “Company”) entered into a securities purchase agreement with Biotechnology Value Fund, L.P. (“BVF”), Adage Capital Partners, LP and other leading life sciences investors (the “Initial Purchasers”), relating to the issuance and sale of 1,866,666 shares of its common stock, par value $0.0001 per share (“Common Stock”) andpre-funded warrants to purchase 2,500,000 shares of Common Stock (the“Pre-Funded Warrants”). The Company sold the shares of Common Stock andPre-Funded Warrants together with two series of warrants, Series 1 Warrants and Series 2 Warrants, to purchase an aggregate of 4,366,666 shares of the Company’s Common Stock (the “Series Warrants”). ThePre-Funded Warrants enable the holder to make a cash investment in the Company without increasing its beneficial ownership in the Common Stock because the shares of Common Stock underlying thePre-Funded Warrant are not issued until the warrant is actually exercised. ThePre-Funded Warrants are exercisable immediately upon issuance at an initial exercise price of $0.0001 per share and have a term of 20 years. The shares of Common Stock andPre-Funded Warrants, and the accompanying Series Warrants are immediately separable and were issued separately.
On March 28, 2019, the Company entered into an additional securities purchase agreement with 683 Capital Partners, LP (together with the Initial Purchasers, the “Purchasers”), relating to the issuance and sale of 228,373 shares of Common Stock. The Company sold the shares together with Series Warrants to purchase an aggregate of 228,373 shares of the Company’s Common Stock. The shares of Common Stock and the accompanying Series Warrants are immediately separable and were issued separately.
The Series Warrants are immediately exercisable. Each Series 1 Warrant has an initial exercise price of $12.00 per share of Common Stock and each Series 2 Warrant has an initial exercise price of $18.00 per share of Common Stock, in each case subject to certain adjustments. The Series Warrants expire on the earlier of (i) 90 days following the Company’s confirmation to holders of the Company’s release of positive data confirming the achievement of the specified primary endpoint of overall survival benefit in the E2112 clinical trial in breast cancer patients, or (ii) December 31, 2020.
If, prior to the expiration date of the Series Warrant, the Company sells additional capital stock or derivative securities convertible into or exercisable for capital stock (other than Exempted Securities as defined in the Series Warrant) in one or more related transactions primarily for the purpose of raising capital at a Weighted-Average Price (as described below) below $12.00 per share, then the initial exercise price of the Series Warrants will be automatically reset upon exercise to an exercise price (the “Adjusted Exercise Price”) that is the midpoint between the initial exercise price and the lowest Weighted-Average Price per share at which the Company sells capital stock or derivative securities convertible into or exercisable for capital stock in a subsequent offering prior to the exercise date;provided,however, that the Adjusted Exercise Price will not be reduced below $6.00 per share. The Weighted-Average Price shall be calculated as the weighted-average common stock equivalent price of the equity securities sold in such transaction(s) (excluding any derivative securities with an exercise or conversion price that is above the closing sale price as of the time of pricing such offering(s)). In no event will the exercise price for the Series Warrants be adjusted more than once pursuant to this adjustment mechanism.
The offering price for the securities is $6.00 per share (or $5.9999 for eachPre-Funded Warrant). The aggregate gross proceeds to the Company from this offering were approximately $27.6 million, excluding any proceeds the Company may receive upon exercise of thePre-Funded Warrants and Series Warrants. No underwriter or placement agent participated in the offering.
The exercise price and the number of shares of Common Stock purchasable upon the exercise of the Pre-Funded Warrants and Series Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company’s Common Stock.
