| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 18, 2023, Syros Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Piper Sandler & Co. (the “Underwriters”) relating to an underwritten offering of 4,939,591 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and, in lieu of Common Stock to certain investors who so choose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,242,588 shares of Common Stock (the “Warrant Shares”). All of the Underwritten Shares and Pre-Funded Warrants are being sold by the Company. The offering price of the Underwritten Shares is $4.42 per share, and the offering price of the Pre-Funded Warrants is $4.419 per share underlying each Pre-Funded Warrant and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $4.1548 per share and the Pre-Funded Warrants from the Company pursuant to the Underwriting Agreement at a price of $4.15386 per share underlying each Pre-Funded Warrant. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $42.0 million.
The Underwritten Shares, and the Pre-Funded Warrants and any Warrant Shares will be issued pursuant to a shelf registration statement on Form S-3 that was filed with the Securities Exchange Commission (“SEC”) on April 6, 2023 and declared effective by the SEC on April 28, 2023 (File No. 333-271160). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on December 21, 2023, subject to customary closing conditions.
Each Pre-Funded Warrant will have an exercise price per share of Common Stock equal to $0.001 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Each Pre-Funded Warrant will be exercisable from the date of issuance until exercised in full. The Pre-Funded Warrants will provide that a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of either 4.99%, 9.99% or 19.99%, as selected by the holder of such Pre-Funded Warrants, of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise; provided, however, that each holder may increase or decrease such beneficial ownership limitation upon 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.
A copy of the Underwriting Agreement and Form of Pre-Funded Warrant are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibits.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares, the Pre-Funded Warrants and the Warrant Shares is attached as Exhibit 5.1 hereto.
The full text of the press release announcing the pricing of the underwritten public offering on December 19, 2023 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
