EXPLANATORY NOTE
On September 16, 2022, Syros Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its business combination with Tyme Technologies, Inc., a Delaware corporation (“Tyme”), and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), in accordance with that certain Agreement and Plan of Merger, dated as of July 3, 2022, by and among the Company, Tyme and Merger Sub, providing for the merger of Merger Sub with and into Tyme, with Tyme surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).
Pursuant to Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, this Amendment No. 1 to the Original Form 8-K (“Amendment No. 1”) amends and supplements Item 9.01 of the Original Form 8-K to provide the required historical audited financial statements of Tyme and the pro forma financial information that were not filed with the Original Form 8-K.
Except as provided herein, the disclosures contained in this Amendment No. 1 have not been updated to reflect events, results or developments that have occurred since the filing of the Original Form 8-K. This Amendment No. 1 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Merger.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Tyme and its subsidiaries as of March 31, 2022 and 2021 and the related consolidated statements of comprehensive income (loss), cash flows and changes in stockholders’ equity for each of the years in the two-year period ended March 31, 2022 are attached as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference to the Company’s Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission (the “SEC”) on July 18, 2022 (the “Registration Statement”).
The unaudited interim consolidated financial statements of Tyme and its subsidiaries as of June 30, 2022 and the related consolidated statements of comprehensive income (loss), cash flows and changes in stockholders’ equity for each of the three months ended June 30, 2022 and 2021 are attached as Exhibit 99.2 to this Amendment No. 1 and incorporated herein by reference to Tyme’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2022.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company and Tyme for the year ended December 31, 2021 and as of and for the six months ended June 30, 2022 are attached as Exhibit 99.3 to this Amendment No. 1 and incorporated herein by reference.
