-- Combined Company to Trade on Nasdaq Under
Ticker “SYRS” -- -- Syros Announces 1-for-10 Reverse Stock Split of
Common Stock --
Syros Pharmaceuticals, Inc. (NASDAQ:SYRS), a leader in the
development of medicines that control the expression of genes, and
Tyme Technologies, Inc. (NASDAQ:TYME) today announced the results
of the special meetings of the stockholders of Syros and TYME,
respectively, each held on September 15, 2022. At TYME’s special
meeting, TYME’s stockholders voted in favor of all proposals,
including the proposal to adopt the agreement and plan of merger,
dated July 3, 2022 (the “Merger Agreement”), pursuant to which a
direct, wholly owned subsidiary of Syros will merge with and into
TYME, with TYME surviving as a wholly owned subsidiary of Syros
(the “Merger”). At Syros’ special meeting, Syros’ stockholders also
voted in favor of all proposals, including the proposal to approve
the issuance of shares of Syros’ common stock to holders of TYME’s
common stock in connection with the Merger and to certain of Syros’
investors in connection with a concurrent private investment in
public equity (“PIPE”) financing.
The closings of the Merger and the PIPE financing are
anticipated to take place on or around Friday, September 16, 2022.
Following the closing of the Merger, the combined company will
trade on The Nasdaq Global Select Market under the ticker symbol
“SYRS,” and will be led by Syros’ existing management team,
including Nancy Simonian, M.D., Chief Executive Officer of Syros,
and will remain focused on advancing Syros’ pipeline of small
molecule medicines for the treatment of cancer.
In addition, Syros today announced that it will effect a
1-for-10 reverse stock split of its common stock that will be
effective on Friday, September 16, 2022, prior to the closings of
the Merger and the PIPE financing. Syros’ common stock will begin
trading on Nasdaq on a split-adjusted basis when the market opens
on Monday, September 19, 2022. The new CUSIP number for Syros’
common stock following the reverse stock split is 87184Q206.
On September 15, 2022, the holders of a majority of Syros’
outstanding shares of common stock also approved the reverse stock
split and gave Syros’ board of directors discretionary authority to
select a ratio for the split ranging from 1-for-5 to 1-for-15.
Syros’ board of directors approved the reverse stock split at a
ratio of 1-for-10 on September 15, 2022.
The reverse stock split affects all issued and outstanding
shares of Syros common stock, as well as the number of authorized
shares of Syros common stock and the number of shares of common
stock available for issuance under Syros’ equity incentive plans.
The reverse stock split will reduce the number of shares of the
Syros issued and outstanding common stock from approximately 63
million to approximately 6.3 million (which numbers do not give
effect to the shares of Syros common stock to be issued in
connection with the Merger and the PIPE financing). In addition,
the reverse stock split will effect a reduction in the number of
shares of common stock issuable upon the exercise of stock options
and warrants and upon the vesting of restricted stock units
outstanding immediately prior to the reverse stock split, with a
proportional increase in the respective exercise prices. The
reverse stock split will proportionately reduce the number of
authorized shares of Syros’ common stock from 700 million shares
(which is the number of authorized shares that will be outstanding
immediately prior to the reverse stock split, in connection with
Syros’ receipt of the approval of its stockholders to increase the
number of authorized shares from 200 million to 700 million) to 70
million shares. The reverse stock split will not change the par
value of the common stock or the authorized number of shares of
preferred stock of Syros.
The reverse stock split will affect all holders of common stock
uniformly and (before giving effect to the shares of Syros common
stock to be issued in connection with the Merger and the PIPE
financing) will not alter any stockholder’s percentage ownership
interest in Syros, except to the extent that the reverse stock
split would result in a stockholder owning a fractional share. No
fractional shares of common stock will be issued in connection with
the reverse stock split; stockholders who otherwise would be
entitled to a fractional share of common stock will be entitled to
receive a proportional cash payment.
Syros’ transfer agent, Computershare, is acting as the exchange
agent for the reverse stock split. For those stockholders holding
physical stock certificates, Computershare will send instructions
for exchanging those certificates for shares held in book-entry
form representing the post-split number of shares. Stockholders
holding their shares in book-entry form or in brokerage accounts
need not take any action in connection with the reverse stock
split. Beneficial holders are encouraged to contact their bank,
broker or custodian with any procedural questions.
About Syros Pharmaceuticals
Syros is redefining the power of small molecules to control the
expression of genes. Based on its unique ability to elucidate
regulatory regions of the genome, Syros aims to develop medicines
that provide a profound benefit for patients with diseases that
have eluded other genomics-based approaches. Syros is advancing a
robust clinical-stage pipeline, including: tamibarotene, a
first-in-class oral selective RARα agonist in RARA-positive
patients with higher-risk myelodysplastic syndrome and acute
myeloid leukemia; SY-2101, a novel oral form of arsenic trioxide in
patients with acute promyelocytic leukemia; and SY-5609, a highly
selective and potent oral CDK7 inhibitor in patients with select
solid tumors. Syros also has multiple preclinical and discovery
programs in oncology and monogenic diseases. For more information,
visit www.syros.com and follow us on Twitter (@SyrosPharma) and
LinkedIn.
About Tyme Technologies, Inc.
TYME is an emerging biotechnology company developing cancer
metabolism-based therapies (CMBTs™) that are intended to be
effective across a broad range of solid tumors and hematologic
cancers, while also maintaining patients’ quality of life through
relatively low toxicity profiles. Unlike targeted therapies that
attempt to regulate specific mutations within cancer, TYME’s
therapeutic approach is designed to take advantage of a cancer
cell’s innate metabolic weaknesses to cause cancer cell death.
TYME is currently focused on developing its novel compound,
SM-88 and its preclinical pipeline of novel CMBT™ programs. TYME
believes that early clinical results demonstrated by SM-88 in
multiple advanced cancers, including prostate, sarcomas and breast,
reinforce the potential of its emerging CMBT™ pipeline.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
(including within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) concerning Syros,
TYME, the proposed transactions and other matters, such as Syros’
clinical development plans, including with respect to tamibarotene,
SY-2101 and SY-5609 and Syros’ ability to deliver benefit to
patients and value to stockholders. These statements may discuss
goals, intentions and expectations as to future plans, trends,
events, results of operations or financial condition, or otherwise,
based on current beliefs of the management of Syros and TYME, as
well as assumptions made by, and information currently available
to, management of Syros and TYME. Forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation, Syros’ ability to: advance
the development of its programs, including tamibarotene, SY-2101
and SY-5609, under the timelines it projects in current and future
clinical trials; demonstrate in any current and future clinical
trials the requisite safety, efficacy and combinability of its drug
candidates; sustain the response rates and durability of response
seen to date with its drug candidates; successfully develop a
companion diagnostic test to identify patients with the RARA
biomarker; obtain and maintain patent protection for its drug
candidates and the freedom to operate under third party
intellectual property; obtain and maintain necessary regulatory
approvals; identify, enter into and maintain collaboration
agreements with third parties; manage competition; manage expenses;
raise the substantial additional capital needed to achieve its
business objectives; attract and retain qualified personnel; and
successfully execute on its business strategies. Additional factors
that could cause actual results to differ materially from those
contained in any forward-looking statement include, without
limitation, the risk that the conditions to the closing of the
proposed transactions are not satisfied, including the failure to
complete the PIPE financing in a timely manner or at all;
uncertainties as to the timing of the consummation of the
transactions and the ability of each of Syros and TYME to
consummate the transaction, including the PIPE financing; risks
related to TYME’s continued listing on the Nasdaq Stock Market
until closing of the proposed transactions; risks related to Syros’
and TYME’s ability to correctly estimate their respective operating
expenses and expenses associated with the transactions, as well as
uncertainties regarding the impact any delay in the closing would
have on the anticipated cash resources of the combined company upon
closing and other events and unanticipated spending and costs that
could reduce the combined company’s cash resources; the ability of
Syros or TYME to protect their respective intellectual property
rights; competitive responses to the transaction; unexpected costs,
charges or expenses resulting from the transaction; potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the transaction; and
legislative, regulatory, political and economic developments. The
foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the risk factors
included in the Registration Statement on Form S-4 (the
“Registration Statement”) filed by Syros with the Securities and
Exchange Commission (the “SEC”), Syros’ Annual Report on Form 10-K
for the year ended December 31, 2021, Syros’ Quarterly Report on
Form 10-Q for the quarter ended June 30, 2022, TYME’s Annual Report
on Form 10-K for the year ended March 31, 2022, and TYME’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
each of which is on file with the SEC. In addition, the extent to
which the COVID-19 pandemic continues to impact the proposed
transactions will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the
duration and severity of the pandemic, additional or modified
government actions, and the actions that may be required to contain
the virus or treat its impact. Syros and TYME can give no assurance
that the conditions to the transactions will be satisfied. Except
as required by applicable law, Syros and TYME undertake no
obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of
new information, future events or otherwise.
This press release contains hyperlinks to information that is
not deemed to be incorporated by reference in this press
release.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220915005978/en/
Syros’ Media Contact: Brittany Leigh, Ph.D. LifeSci
Communications, LLC +1-813-767-7801 bleigh@lifescicomms.com
Syros’ Investor Contact: Hannah Deresiewicz Stern
Investor Relations, Inc. 212-362-1200
hannah.deresiewicz@sternir.com
Tyme’s Investor Contact investorrelations@tymeinc.com
Tyme Technologies (NASDAQ:TYME)
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Tyme Technologies (NASDAQ:TYME)
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