Item 1.01 Entry into a Material Definitive Agreement.
On April 5, 2019, Syros Pharmaceuticals, Inc. (the “Company”) entered into two underwriting agreements (each, an “Underwriting Agreement”) with Cowen and Company, LLC and Piper Jaffray & Co., as representatives of the several underwriters listed therein (the “Underwriters”), relating to separate, concurrent underwritten public offerings of the Company’s securities, which together are expected to result in gross proceeds to the Company of approximately $70 million, before underwriting discounts and commissions and estimated offering expenses payable by the Company.
The first Underwriting Agreement (the “Common Stock Agreement”) relates to the offering and sale of 8,667,333 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and accompanying Class A warrants (the “Warrants”) to purchase 1,951,844 shares of Common Stock, at a combined price to the public of $7.50 per common share and accompanying Warrant (the “Common Offering”). All of the Common Stock and accompanying Warrants are being sold by the Company. The Underwriters have agreed to purchase the Common Stock and accompanying Warrants from the Company pursuant to the Common Stock Agreement at a combined price of $7.05 per common share and accompanying Warrant.
The second Underwriting Agreement (the “Preferred Stock Agreement”) relates to the offering and sale of 666 shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (the “Series A Stock”), and accompanying Warrants to purchase 166,500 shares of Common Stock, at a combined public offering price of $7,500 per share and accompanying Warrant (the “Preferred Offering,” and together with the Common Offering, the “Offerings”). All of the Series A Stock and accompanying Warrants are being sold by the Company. The Underwriters have agreed to purchase the Series A Stock and accompanying Warrants from the Company pursuant to the Preferred Stock Agreement at a combined price of $7,050 per share and accompanying Warrant.
Each Class A warrant will be immediately exercisable at an exercise price of $8.625 per share, subject to adjustment in certain circumstances, and will expire on October 10, 2022. The Class A warrants sold in each offering will have the same terms.
The securities to be offered and sold in the Offerings will be issued pursuant to a shelf registration statement on FormS-3 that was filed with the Securities Exchange Commission (“SEC”) on July 20, 2017 and declared effective by the SEC on July 31, 2017 (FileNo. 333-219369). Prospectus supplements relating to each Offering have been filed with the SEC. The closing of each Offering is expected to take place on April 9, 2019, subject to customary closing conditions.
A copy of the Common Stock Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the Preferred Stock Agreement is attached as Exhibit 1.2 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreements does not purport to be complete and is qualified in its entirety by reference to such exhibits. The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form8-K and is incorporated herein by reference.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the sale of the securities in the Offerings is attached as Exhibit 5.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 5, 2019, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware with respect to the Series A Stock.
The rights, preferences and privileges of the Series A Stock are set forth in the Certificate of Designation. Each share of Series A Stock is convertible into 1,000 shares of Common Stock at any time at the holder’s option. However, the holder will be prohibited, subject to certain exceptions, from converting shares of Series A Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates and attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding,
