Syndax (NASDAQ: SNDX) raises $250M via 2.25% convertible notes due 2031

Rhea-AI Filing Summary

Syndax Pharmaceuticals has entered into privately negotiated subscription agreements to issue $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 in a private placement, with expected net proceeds of about $243 million.

The notes are senior unsecured, pay 2.25% interest semiannually starting December 15, 2026, and mature on June 15, 2031, unless earlier converted, redeemed or repurchased. They are initially convertible at 40.3894 shares of common stock per $1,000 principal (an effective conversion price of about $24.76 per share), representing a roughly 35% premium to the June 3, 2026 share price. Under a higher maximum conversion rate of 54.5256 shares per $1,000, up to 13,631,400 shares may be issued.

Syndax may redeem the notes for cash on or after June 20, 2029 if its stock trades at least 130% of the conversion price for a specified period. Noteholders have conversion and repurchase rights upon certain trading, corporate or “fundamental change” events. The company plans to use proceeds for general corporate purposes, including working capital, research and development, commercialization and business development.

Insights

Capital structure analyst

Syndax adds $250M of low‑coupon convertible debt with potential equity dilution.

Syndax Pharmaceuticals is raising $250.0 million through 2.25% Convertible Senior Notes due 2031, expecting net proceeds of about $243 million. This strengthens liquidity for research, commercialization and business development while introducing a new senior unsecured obligation on the balance sheet.

The initial conversion price of about $24.76 per share, a 35% premium to the June 3, 2026 stock price, suggests relatively favorable terms but also creates potential dilution, with up to 13,631,400 shares issuable at the maximum conversion rate. Redemption and “fundamental change” repurchase features give both Syndax and investors flexibility depending on future stock performance and corporate events.

The notes are issued in a private placement under Section 4(a)(2) of the Securities Act, with conversions expected to rely on Section 3(a)(9). Actual balance‑sheet impact and dilution will depend on future share price behavior, conversion decisions and any redemptions ahead of the 2031 maturity.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible notes size: $250.0 million aggregate principal Net proceeds: $243 million Coupon rate: 2.25% per year +5 more

8 metrics

Convertible notes size $250.0 million aggregate principal 2.25% Convertible Senior Notes due 2031

Net proceeds $243 million Estimated net from private placement after fees and expenses

Coupon rate 2.25% per year Interest on notes, payable semiannually from December 15, 2026

Maturity date June 15, 2031 Notes due date unless earlier converted, redeemed or repurchased

Initial conversion rate 40.3894 shares per $1,000 Equivalent to ~$24.76 conversion price per share

Conversion price premium Approximately 35% Premium to June 3, 2026 last reported share price

Maximum shares on conversion 13,631,400 shares Based on initial maximum conversion rate of 54.5256 shares per $1,000

Earliest redemption date June 20, 2029 Company may redeem notes for cash if stock price conditions met

Key Terms

Convertible Senior Notes, fundamental change, Section 4(a)(2) of the Securities Act, anti-dilution adjustment, +1 more

5 terms

Convertible Senior Notes financial

"aggregate principal amount of 2.25% Convertible Senior Notes due 2031"

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.

fundamental change financial

"If the Company undergoes a fundamental change (as defined in the Indenture)"

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.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

anti-dilution adjustment financial

"subject to customary anti-dilution adjustment provisions"

qualified successor entity financial

"the resulting, surviving or transferee person ... is a qualified successor entity"

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Understanding 8-K Material Events →

Syndax Pharmaceuticals Inc false 0001395937 0001395937 2026-06-03 2026-06-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

SYNDAX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37708		32-0162505
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

730 Third Avenue, Floor 9 New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 419-1400

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		SNDX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Agreement.

Indenture and Notes

On June 3, 2026, Syndax Pharmaceuticals, Inc. (the “Company”) entered into privately negotiated subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which the Company will issue $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, and the sale of the Notes is expected to close on June 10, 2026, subject to customary closing conditions (the “Private Placement”).

When issued pursuant to the Indenture, the Notes will be senior unsecured obligations of the Company and will mature on June 15, 2031, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 2.25% per year from June 10, 2026 and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding March 15, 2031, only upon satisfaction of one or more of the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as will be set forth in the Indenture. On or after March 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions that will be provided in the Indenture.

The conversion rate for the Notes 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 under certain circumstances in accordance with the terms of the Indenture 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 the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes 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.

The Company may not redeem the Notes prior to June 20, 2029. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations), at the Company’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 the Company 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. No sinking fund will be provided for the Notes.

If the Company undergoes a fundamental change (as defined in the Indenture), then, subject to certain conditions and limited exceptions, noteholders may require the Company 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.

2

The Indenture will include customary covenants and sets forth certain events of default. The following events will be considered “events of default” under the Indenture:

• default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

• default in the payment of principal of any Note when due and payable at its stated maturity, upon any optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

• failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a noteholder’s conversion right and such failure continues for three business days;

• failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change (each as described in the Indenture), in either case when due and such failure continues for two business days, or (ii) notice of a specified corporate transaction (as described in the Indenture) when due and such failure continues for one business day;

• failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

• failure by the Company to comply with any of the Company’s other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

• default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $25,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture;

• a final judgment or judgments for the payment of $25,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any of its significant subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; and

• certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes shall automatically become due and payable. If an event of default, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100% of the principal

3

of, and accrued interest on all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.

The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a qualified successor entity (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the form of Subscription Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference (and the foregoing description is qualified in its entirety by reference to such document).

Proceeds

The Company estimates that the net proceeds from the Private Placement will be approximately $243 million, after deducting the placement agent’s fees and Private Placement expenses payable by the Company. The Company 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to certain investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by each investor in the Subscription Agreements.

The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof as involving an exchange by the Company exclusively with its noteholders because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 13,631,400 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 54.5256 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

4

Item 8.01 Other Events.

On June 4, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K 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, including statements regarding, among other things, the terms of the Notes and the Company’s anticipated use of the net proceeds from the Offering. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’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 the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this Current Report on Form 8-K are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Subscription Agreement
99.1		Press release entitled “Syndax Announces Private Placement of $250.0 Million of Convertible Senior Notes,” dated June 4, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Syndax Pharmaceuticals, Inc.
Dated: June 4, 2026
				By:		/s/ Michael A. Metzger
						Michael A. Metzger
						Chief Executive Officer

6

Exhibit 99.1

Syndax Announces Private Placement of $250.0 Million of Convertible Senior Notes

NEW YORK, June 4, 2026 — 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.

FAQ

What type of financing did Syndax (SNDX) announce in this filing?

Syndax announced a private placement of 2.25% Convertible Senior Notes due 2031 totaling $250.0 million. These senior unsecured notes can later convert into common stock under specified conditions, providing capital today with potential equity dilution in the future.

How much money will Syndax (SNDX) receive from the convertible notes offering?

Syndax expects net proceeds of approximately $243 million from the $250.0 million private placement. This amount is after deducting placement agent fees and offering expenses, and will support working capital, research and development, commercialization activities and business development initiatives.

What are the key terms of Syndax’s (SNDX) 2.25% Convertible Senior Notes?

The notes bear interest at 2.25% per year, payable semiannually starting December 15, 2026, and mature on June 15, 2031. They are senior unsecured obligations, with provisions for conversion, optional redemption after June 20, 2029 and repurchase rights upon specified “fundamental change” events.

At what price can Syndax’s (SNDX) new notes convert into common stock?

The initial conversion rate is 40.3894 shares per $1,000 principal amount, implying a conversion price of about $24.76 per share. This represents roughly a 35% premium to Syndax’s last reported Nasdaq Global Select Market sale price on June 3, 2026.

How many Syndax (SNDX) shares could be issued if the convertible notes are fully converted?

Based on the initial maximum conversion rate of 54.5256 shares per $1,000 principal amount, up to 13,631,400 shares of Syndax common stock may be issued. This maximum share figure reflects customary anti-dilution adjustments described in the indenture governing the notes.

How does Syndax (SNDX) plan to use the proceeds from the convertible notes?

Syndax plans to use the approximately $243 million in net proceeds for general corporate purposes. These include working capital, research and development expenditures, commercialization activity expenditures and business development expenditures across its oncology pipeline and commercial portfolio.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 9.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 92.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB