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  4. [8-K] Syndax Pharmaceuticals Inc Reports Material Event

Syndax Pharmaceuticals (NASDAQ: SNDX) issues $250M 2.25% convertible notes due 2031

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Syndax Pharmaceuticals, Inc. issued $250.0 million of 2.25% Convertible Senior Notes due 2031 in a private placement to institutional investors. The notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.

Net proceeds were approximately $243.0 million after fees and expenses, which Syndax expects to use for general corporate purposes, including working capital, research and development, commercialization activities and business development. The notes and any conversion shares were sold relying on registration exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act.

Based on an initial maximum conversion rate of 54.5256 shares per $1,000 principal amount, up to 13,631,400 shares of common stock may initially be issuable upon conversion, subject to customary anti-dilution adjustments.

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Insights

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

Syndax Pharmaceuticals has raised $250.0 million through 2.25% Convertible Senior Notes due 2031. A 2.25% coupon is relatively low-cost funding, and the private placement structure avoids immediate public equity issuance while still introducing an equity-linked component via conversion features.

Net proceeds of about $243.0 million are earmarked for general corporate uses, including R&D and commercialization spending, which aligns with typical biotech funding needs. The notes are unsecured senior obligations, and their detailed covenants and events of default are set in the incorporated indenture.

The initial maximum conversion rate of 54.5256 shares per $1,000 principal implies up to 13,631,400 common shares on conversion, subject to anti-dilution adjustments. Actual dilution will depend on future share price performance and noteholder conversion decisions, which will be observable in later company filings.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible notes principal $250.0 million Aggregate principal amount of 2.25% Convertible Senior Notes due 2031
Net proceeds $243.0 million Net cash received from the private placement after fees and expenses
Coupon rate 2.25% Annual interest rate on the Convertible Senior Notes
Maximum conversion shares 13,631,400 shares Initial maximum shares of common stock issuable on conversion
Initial conversion rate 54.5256 shares per $1,000 Initial maximum conversion rate for the notes, subject to adjustments
Maturity year 2031 Year the 2.25% Convertible Senior Notes are due
Convertible Senior Notes financial
"issued $250.0 million 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.
indenture financial
"The Notes were issued pursuant to an indenture, dated as of the Closing Date"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Section 3(a)(9) regulatory
"issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
anti-dilution adjustment provisions financial
"which is subject to customary anti-dilution adjustment provisions"
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
Syndax Pharmaceuticals Inc false 0001395937 0001395937 2026-06-10 2026-06-10
 
 

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 10, 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 10, 2026 (the “Closing Date”), Syndax Pharmaceuticals, Inc. (the “Company”) issued $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 (the “Notes”) in a private placement (the “Private Placement”) pursuant to the previously announced privately negotiated subscription agreements. The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The terms of the Notes and Indenture are described in Item 1.01 on Form 8-K filed by the Company on June 4, 2026, which information is incorporated herein by reference.

Copies of the Indenture and the form of the Notes are attached as Exhibit 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference (and the foregoing description is qualified in its entirety by reference to such documents).

Proceeds

The Company’s net proceeds from the Private Placement were approximately $243.0 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, dated June 3, 2026, between the Company and each investor identified therein.

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.

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 the Company’s anticipated use of the net proceeds from the Private Placement. These forward-looking

 

2

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

4.1    Indenture, dated as of June 10, 2026, by and between Syndax Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as Trustee
4.2    Form of Global Note, representing Syndax Pharmaceuticals, Inc.’s 2.25% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

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 10, 2026  
    By:  

/s/ Michael A. Metzger

      Michael A. Metzger
      Chief Executive Officer

 

4

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Syndax Pharmaceuticals (SNDX) announce in this 8-K?

Syndax Pharmaceuticals issued $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 in a private placement. The notes were sold to certain investors under privately negotiated subscription agreements and are governed by an indenture with U.S. Bank Trust Company, National Association, as trustee.

How much cash will Syndax Pharmaceuticals (SNDX) receive from the convertible notes?

Syndax expects net proceeds of approximately $243.0 million from the $250.0 million private placement. This amount is after deducting placement agent fees and other expenses, and will support general corporate purposes, including working capital, research and development, commercialization, and business development activities.

What are the key terms of Syndax Pharmaceuticals’ (SNDX) new convertible notes?

The notes are 2.25% Convertible Senior Notes due 2031 with an initial maximum conversion rate of 54.5256 shares per $1,000 principal. They rank as senior obligations of Syndax and are issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.

How many Syndax Pharmaceuticals (SNDX) shares could be issued upon conversion of the notes?

Initially, a maximum of 13,631,400 shares of Syndax common stock may be issued upon conversion of the notes. This figure is based on the initial maximum conversion rate of 54.5256 shares per $1,000 principal amount, and is subject to customary anti-dilution adjustments.

Under which securities law exemptions were Syndax Pharmaceuticals’ (SNDX) notes sold?

Syndax offered and sold the notes in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933. Any common shares issued upon conversion are expected to rely on Section 3(a)(9), covering exchanges with existing noteholders without additional compensation.

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

Syndax plans to use the approximately $243.0 million of net proceeds for general corporate purposes. These include working capital, research and development expenditures, commercialization activities, and business development spending to support its ongoing and future pharmaceutical programs.

Filing Exhibits & Attachments

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