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.
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Insights
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
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Key Terms
Convertible Senior Notes financial
fundamental change financial
Section 4(a)(2) of the Securities Act regulatory
anti-dilution adjustment financial
qualified successor entity financial
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