On July 5, 2022, Syros Pharmaceuticals, Inc. (the “Company”) held an investor conference call (the “Conference Call”) to discuss its previously announced entry into an agreement and plan of merger with Tyme Technologies, Inc. (“TYME”) and Tack Acquisition Corp. (such transaction being the “Merger”) and entry into a securities purchase agreement with several institutional accredited investors, pursuant to which the Company agreed to issue and sell in a private placement shares of the Company’s common stock (the “Shares”) and, in lieu of Shares to certain investors, pre-funded warrants to purchase shares of common stock, and, in each case, accompanying warrants to purchase additional shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) (such transaction being the “Private Placement” and, together with the Merger, the “Transactions”). A transcript of the Conference Call is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the Conference Call, Jason Haas, Chief Financial Officer of the Company, stated that the number of basic shares outstanding after the closing of the Transactions will be approximately 280 million. Such number includes the following previously-disclosed shares of common stock: (i) shares of the Company’s common stock outstanding as of immediately prior to the Transactions, (ii) shares of the Company’s common stock that are issuable upon conversion of the TYME common stock into shares of the Company’s common stock upon the consummation of the Merger in accordance with the exchange ratio for the Merger, (iii) shares of the Company’s common stock that are issuable in the Private Placement or are issuable upon the exercise of all pre-funded warrants and warrants issued in the Private Placement, and (iv) currently outstanding pre-funded warrants and restricted stock units.
On July 5, 2022, the Company made available to investors an investor presentation. A copy of the presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act concerning the Company, Tyme, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of the Company and Tyme, as well as assumptions made by, and information currently available to, management of the Company and Tyme. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the closing of the proposed transactions are not satisfied,
