| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 12, 2020, Syros Pharmaceuticals, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) by and among the Company and Oxford Finance LLC, in its capacity as lender (in such capacity, the “Lender”), and in its capacity as collateral agent (in such capacity, the “Agent”), pursuant to which a term loan of up to an aggregate principal amount of $60.0 million is available to the Company. A $20.0 million term loan will be funded on the closing date, and two additional term loan advances of $20.0 million each will be available under the Loan Agreement after the closing date, subject to certain terms and conditions, including the achievement of certain milestones.
The term loans bear interest at an annual rate equal to the greater of (i) 7.75% and (ii) the sum of 5.98% and the greater of(A) one-month LIBOR and (B) 1.77%. The Loan Agreement provides for interest-only payments until March 1, 2023, and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on March 1, 2023 and continuing through February 1, 2025 (the “Maturity Date”). The Company paid a facility fee of $100,000 upon closing, and in addition will pay a facility fee of $75,000 upon closing of the second loan tranche and a $50,000 facility fee upon the closing of the third loan tranche. The Company will be required to make a final payment fee of 5.00% of the amount of the term loan drawn payable on the earlier of (i) the prepayment of the term loan or (ii) the Maturity Date. At the Company’s option, the Company may elect to prepay the loans subject to a prepayment fee equal to the following percentage of the principal amount being prepaid: 2% if an advance is prepaid during the first 12 months following the applicable advance date, 1% if an advance is prepaid after 12 months but prior to 24 months following the applicable advance date, and 0.5% if an advance is prepaid any time after 24 months following the applicable advance date but prior to the Maturity Date.
In connection with the Loan Agreement, the Company granted the Agent a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property (but including the right to payments and proceeds of intellectual property), and a negative pledge on intellectual property. The Loan Agreement also contains certain events of default, representations, warranties andnon-financial covenants of the Company.
In addition, under the Loan Agreement, the Company issued the Lender warrants to purchase 27,548 shares of the Company’s common stock at an exercise price per share of $7.26 (the “Warrants”). The Warrants will be exercisable for 5 years from the date of issuance.
The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form8-K with respect to the Loan Agreement is incorporated by reference into this Item 2.03.
On February 13, 2020, we issued a press release announcing the Company’s entry into the Loan Agreement. The full text of this press release is filed as Exhibit 99.1 to this Current Report onForm 8-K and is incorporated herein by reference. The information contained on the websites referenced in the press release is not incorporated herein.
| Item 9.01 | Financial Statements and Exhibits. |
