UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, in August 2019, Syndax Pharmaceuticals, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to the Company may offer and sell, from time to time at its sole discretion, shares of Common Stock having an aggregate offering price of up to $50.0 million, through an “at the market” equity offering program under which Cowen acted as sales agent.
On December 7, 2020, the Company delivered written notice to Cowen, effective as of that date, to terminate the Sales Agreement pursuant to Section 11(b) thereof. Prior to termination, the Company had not sold, and the Company will not sell, any shares of Common Stock pursuant to the Sales Agreement.
A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on August 30, 2019 (the “Form S-3”). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.2 to the Form S-3.
| Item 8.01 | Other Events. |
On December 7, 2020, the Company filed with the SEC a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) in connection with the Offering described in Item 1.01 hereto. The Preliminary Prospectus Supplement contains an updated description of certain aspects of the Company’s business. Accordingly, the Company is filing this information with this Current Report on Form 8-K for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the SEC, including those discussed in the Company’s most recent Annual Report on Form 10-K for the ended December 31, 2019, filed with the SEC on March 5, 2020, as supplemented by any of the Company’s subsequent filings with the SEC. The updated disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Updated Corporate Disclosure. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNDAX PHARMACEUTICALS, INC. | ||
| By: | /s/ Luke J. Albrecht | |
| Luke J. Albrecht | ||
| General Counsel and Secretary | ||
Dated: December 7, 2020