As filed with the Securities and Exchange Commission on March 12, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYROS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 45-3772460 |
(State or Other Jurisdiction of Incorporation or |
| (I.R.S. Employer Identification No.) |
620 Memorial Drive, Suite 300 |
| 02139 |
(Address of Principal Executive Offices) |
| (Zip Code) |
2016 Stock Incentive Plan
2016 Employee Stock Purchase Plan
(Full Title of the Plan)
Nancy Simonian, M.D.
President and Chief Executive Officer
Syros Pharmaceuticals, Inc.
620 Memorial Drive, Suite 300
Cambridge, Massachusetts
(Name and Address of Agent For Service)
(617) 744-1340
(Telephone Number, Including Area Code, of Agent For Service)
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non-accelerated filer o |
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| Smaller reporting company o |
(Do not check if a smaller reporting company) |
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| Emerging growth company x |
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 financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
CALCULATION OF REGISTRATION FEE
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Title of Securities |
| Amount to be |
| Proposed Maximum |
| Proposed Maximum |
| Amount of |
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Common Stock, $0.001 par value per share |
| 1,321,168 shares | (2) | $10.66 | (3) | $14,083,650.90 | (3) | $1,753.42 |
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Consists of (i) 1,056,935 additional shares issuable under the 2016 Equity Incentive Plan; and (ii) 264,233 additional shares issuable under the 2016 Employee Stock Purchase Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 5, 2018.
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2016 Stock Incentive Plan (the “2016 Plan”) of Syros Pharmaceuticals, Inc. (the “Registrant”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-212363, filed with the Securities and Exchange Commission on June 30, 2016 by the Registrant, relating to the 2016 Plan and the ESPP, and the Registration Statement on Form S-8, File No. 333-216821, filed with the Securities and Exchange Commission on March 20, 2017 by the Registrant, relating to the 2016 Plan and the ESPP, in each case, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated by reference.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 12th day of March, 2018.
| SYROS PHARMACEUTICALS, INC. | |
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| By: | /s/ Nancy Simonian |
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| Nancy Simonian, M.D. |
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| President and Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Syros Pharmaceuticals, Inc., hereby severally constitute and appoint Nancy Simonian, M.D. and Gerald E. Quirk, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Syros Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Date |
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/s/ Nancy Simonian |
| President, Chief Executive Officer |
| March 12, 2018 |
Nancy Simonian, M.D. |
| and Director (principal executive |
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/s/ Michael Inbar |
| Controller |
| March 12, 2018 |
Michael Inbar |
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/s/ Srinivas Akkaraju |
| Director |
| March 12, 2018 |
Srinivas Akkaraju, M.D., Ph.D. |
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/s/ Marsha H. Fanucci |
| Director |
| March 12, 2018 |
Marsha H. Fanucci |
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/s/ Amir Nashat |
| Director |
| March 12, 2018 |
Amir Nashat, Ph.D. |
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/s/ Robert T. Nelsen |
| Director |
| March 12, 2018 |
Robert T. Nelsen |
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/s/ Sanj K. Patel |
| Director |
| March 12, 2018 |
Sanj K. Patel |
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/s/ Vicki L. Sato |
| Director |
| March 12, 2018 |
Vicki L. Sato, Ph.D. |
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/s/ Phillip A. Sharp |
| Director |
| March 12, 2018 |
Phillip A. Sharp, Ph.D. |
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/s/ Peter Wirth |
| Director |
| March 12, 2018 |
Peter Wirth |
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/s/ Richard A. Young |
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Richard A. Young, Ph.D. |
| Director |
| March 12, 2018 |
INDEX TO EXHIBITS