Syndax (NASDAQ:SNDX) entered into privately negotiated subscription agreements to issue $250.0 million of 2.25% Convertible Senior Notes due 2031. Closing is expected on June 10, 2026. Net proceeds of about $243 million are earmarked for general corporate purposes, including R&D and commercialization.
The Notes are senior unsecured, bear 2.25% semiannual interest, and are initially convertible at 40.3894 shares per $1,000 principal (conversion price about $24.76, a 35% premium to the June 3, 2026 share price). Syndax can redeem from June 20, 2029, subject to a stock price condition.
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Positive
$250 million 2.25% convertible senior notes due 2031
Estimated $243 million in net proceeds for corporate and R&D uses
Initial conversion price set at ~35% premium to last share price
Optional cash, stock, or combination settlement upon conversion
Issuer redemption optionality from June 20, 2029, at 100% of principal
New senior unsecured debt increases overall leverage until conversion or repayment
Repurchase obligation at 100% of principal upon a fundamental change
Redemption and conversion features may add capital structure complexity for investors
News Market Reaction – SNDX
-1.74%
7 alerts
-1.74%Session close to close
+6.4%Peak Tracked
-6.5%Trough Tracked
$1.63BMarket Cap
0.0xRel. Volume
In the Jun 4 session, SNDX declined 1.74%, reflecting a mild negative market reaction.
Argus tracked a peak move of +6.4% during that session.
Argus tracked a trough of -6.5% from its starting point during tracking.
Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.
This announcement outlines a $250.0 million private placement of 2.25% Convertible Senior Notes due ...
Analysis
This announcement outlines a $250.0 million private placement of 2.25% Convertible Senior Notes due 2031, with estimated net proceeds of about $243 million. The funds are earmarked for general corporate purposes, including R&D and commercialization. The notes carry an initial conversion price of $24.76 per share, a 35% premium, and include redemption and fundamental change protections. Investors may watch future balance sheet updates and capital deployment alongside upcoming R&D and data events.
Key Figures
Convertible notes size:$250.0 millionNet proceeds:$243 millionCoupon rate:2.25%+5 more
8 metrics
Convertible notes size$250.0 millionAggregate principal amount of 2.25% Convertible Senior Notes due 2031
Net proceeds$243 millionEstimated net proceeds from private placement after fees and expenses
Coupon rate2.25%Annual interest rate on Convertible Senior Notes, paid semiannually
Maturity dateJune 15, 2031Maturity of Convertible Senior Notes unless earlier converted or redeemed
Conversion rate40.3894 shares per $1,000Initial conversion rate into common stock for each $1,000 principal
Conversion price$24.76 per shareInitial conversion price implied by conversion rate
Conversion premium35%Premium over last reported sale price on June 3, 2026
Redemption trigger130% of conversion priceCommon stock price threshold for optional note redemption after June 20, 2029
Granted options for 162,100 shares to new employees under inducement plan.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent news has produced mixed reactions, with some positive clinical and conference updates followed by both gains and pullbacks, indicating inconsistent price alignment with ostensibly positive catalysts.
Recent Company History
Over the last month, Syndax issued several R&D and data-related updates. On May 12 and May 21, multiple Revuforj® (revumenib) abstracts were accepted for EHA 2026 and ASCO 2026, highlighting broad clinical activity and leadership in menin inhibition. The stock also reacted to investor conference participation and an upcoming July 14 R&D Day. Today’s private placement of convertible notes adds a financing layer on top of this clinical and commercial momentum.
Key Terms
convertible senior notes, private placement, fundamental change, registration requirements, +3 more
7 terms
convertible senior notesfinancial
"aggregate principal amount of 2.25% Convertible Senior Notes due 2031 (the “Notes”)."
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
private placementfinancial
"in connection with the private placement of the Notes (the “private placement”)."
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
fundamental changefinancial
"If Syndax undergoes a “fundamental change” (as defined in the indenture that will govern the Notes)"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
registration requirementsregulatory
"an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act"
Registration requirements are the legal steps a company or security must complete with regulators before offering shares, bonds, or certain products to the public. They matter to investors because these rules force companies to disclose key facts—like financials, risks, and who’s in charge—so buyers can make informed choices, much like checking a permit and inspection report before buying a house to reduce surprise problems.
nasdaq global select marketfinancial
"over the last reported sale price of the common stock on the Nasdaq Global Select Market on June 3, 2026."
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
redemption datefinancial
"on a redemption date on or after June 20, 2029 if the last reported sale price"
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
repurchase pricefinancial
"noteholders may require Syndax to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100%"
Repurchase price is the amount a company or counterparty pays to buy back a security, typically a share of stock or a bond, from the holder. Think of it like a store offering to buy back a product at a set sticker price; that number tells investors how much cash the seller will receive and how much the buyer must spend. It matters because the repurchase price affects a company’s cash position, the number of shares outstanding and therefore per-share earnings and ownership percentages, so it can change the value and returns for existing investors.
NEW YORK, June 04, 2026 (GLOBE NEWSWIRE) -- Syndax Pharmaceuticals, Inc. (“Syndax”) (NASDAQ: SNDX), a commercial-stage biopharmaceutical company advancing innovative cancer therapies, has entered into privately negotiated subscription agreements for the issuance of $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 (the “Notes”). The sale of the Notes is expected to close on June 10, 2026, subject to customary closing conditions. J. Wood Capital Advisors LLC is acting as sole placement agent in connection with the private placement of the Notes (the “private placement”).
Syndax estimates that the net proceeds from the private placement will be approximately $243 million, after deducting the placement agent’s fees and estimated expenses payable by Syndax. Syndax expects to use the net proceeds from the private placement for general corporate purposes, including working capital, research and development expenditures, commercialization activity expenditures and business development expenditures.
The Notes will be senior unsecured obligations of Syndax and will accrue interest payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026 at a rate of 2.25%. The Notes will mature on June 15, 2031, unless earlier converted, redeemed or repurchased.
Noteholders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding March 15, 2031, only upon the occurrence of certain circumstances. On or after March 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, the noteholders may convert all or any portion of their Notes at any time.
Upon conversion, Syndax will pay or deliver, as the case may be, cash, shares of Syndax’s common stock, par value $0.0001 per share (the “common stock”), or a combination of cash and shares of common stock, at Syndax’s election. The conversion rate will initially be 40.3894 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $24.76 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 35% over the last reported sale price of the common stock on the Nasdaq Global Select Market on June 3, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if Syndax delivers a notice of redemption, Syndax will, in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such a corporate event or notice of redemption, as the case may be.
Syndax may not redeem the Notes prior to June 20, 2029. Syndax may redeem for cash all or any portion of the Notes (subject to certain limitations), at Syndax’s option, on a redemption date on or after June 20, 2029 if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Syndax provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If Syndax undergoes a “fundamental change” (as defined in the indenture that will govern the Notes), then, subject to certain conditions and limited exceptions, noteholders may require Syndax to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Neither the Notes, nor the shares of common stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Syndax
Syndax Pharmaceuticals is a commercial-stage biopharmaceutical company advancing innovative cancer therapies. Highlights of the Company's pipeline include Revuforj® (revumenib), an FDA-approved menin inhibitor, and Niktimvo™ (axatilimab-csfr), an FDA-approved monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor. Fueled by our commitment to reimagining cancer care, Syndax is working to unlock the full potential of its pipeline and is conducting several clinical trials across the continuum of treatment. For more information, please visit www.syndax.com/ or follow the Company on X and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the terms of the Notes, the anticipated closing of the private placement and the anticipated use of the net proceeds from the private placement. These forward-looking statements are based on Syndax’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Syndax’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. Other factors that may cause Syndax's actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Syndax's filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as required by law, Syndax assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.
Syndax Contact
Sharon Klahre Syndax Pharmaceuticals, Inc. sklahre@syndax.com Tel 781.684.9827 SNDX-G
FAQ
What did Syndax (NASDAQ:SNDX) announce about its $250 million convertible notes on June 4, 2026?
Syndax announced privately negotiated agreements to issue $250.0 million of 2.25% Convertible Senior Notes due 2031. According to Syndax, closing is expected June 10, 2026, with proceeds funding general corporate, R&D, commercialization, and business development activities.
What are the key terms of Syndax’s 2.25% Convertible Senior Notes due 2031 (SNDX)?
The Notes are senior unsecured, carry a 2.25% coupon, and mature on June 15, 2031. According to Syndax, interest is payable semiannually, and the company may redeem the Notes for cash from June 20, 2029, subject to a stock price condition.
How does the conversion feature work for Syndax’s new convertible notes (SNDX)?
Noteholders can convert at an initial rate of 40.3894 shares per $1,000 principal, implying a $24.76 conversion price. According to Syndax, this reflects about a 35% premium to the June 3, 2026 closing price and may be adjusted for certain events.
How will Syndax use the approximately $243 million net proceeds from its SNDX convertible notes offering?
Syndax expects net proceeds of about $243 million after fees and expenses. According to Syndax, the funds will support general corporate purposes, including working capital, research and development, commercialization activities, and business development initiatives.
When can investors convert Syndax’s 2031 Convertible Senior Notes (SNDX)?
Investors may convert before March 15, 2031 only if specified conditions occur, and anytime thereafter until shortly before maturity. According to Syndax, settlement upon conversion can be in cash, common stock, or a combination, at the company’s election.
What happens to Syndax’s convertible notes (SNDX) if there is a fundamental change?
If a “fundamental change” occurs, noteholders can require Syndax to repurchase the Notes for cash at 100% of principal plus accrued interest. According to Syndax, this right is subject to certain conditions and limited exceptions defined in the indenture.
Are Syndax’s new SNDX convertible notes registered under the Securities Act of 1933?
Neither the Notes nor the conversion shares are registered under the Securities Act or state laws. According to Syndax, they may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
