United States securities and exchange commission logo
October 28, 2022
Gerald E. Quirk, Esq.
Chief Legal Officer
Syros Pharmaceuticals, Inc.
35 Cambridge Park Drive, 4th Floor
Cambridge, MA 02140
Re: Syros
Pharmaceuticals, Inc.
Registration
Statement on Form S-3
Filed October 14,
2022
File No. 333-267888
Dear Gerald E. Quirk:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed October 14, 2022
General
1. We note that you filed
a current report on Form 8-K on September 16, 2022 in connection
with the completion of
your acquisition of Tyme Technologies, Inc., and that this 8-K is
incorporated by
reference into your registration statement on Form S-3. You indicated in
that Form 8-K that the
financial statements of the acquired business and pro forma
financial information
required by Item 9.01(a) and (b) of Form 8-K would be filed by
amendment within 71
days. Please note that we will not be a position to accelerate the
effective date of this
registration statement until you have filed the required financial
statements and pro
forma financial information. Refer to the Instruction to Item 9.01 of
Form 8-K. It also
appears that such incorporation by reference would require that an
auditors' consent be
provided for the incorporation by reference into this registration
Gerald E. Quirk, Esq.
Syros Pharmaceuticals, Inc.
October 28, 2022
Page 2
statement of the auditor s report with respect to the consolidated
financial statements of
Tyme Technologies, Inc. included in the Annual Report on Form 10-K for
the year ended
March 31, 2022 and that a consent should be filed for the incorporation
by reference of
such auditor s report into any previously filed Securities Act
registration statement. See
the Exhibits Table in Item 601(a) of Regulation S-K and footnote 5
thereto. Please revise
your filings or advise, as appropriate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at
202-551-3635 with
any questions.
Sincerely,
FirstName LastNameGerald E. Quirk, Esq.
Division of
Corporation Finance
Comapany NameSyros Pharmaceuticals, Inc.
Office of Life
Sciences
October 28, 2022 Page 2
cc: Cynthia T. Mazareas, Esq.
FirstName LastName