On December 15, 2021, Syndax Pharmaceuticals, Inc. (the "Company") reported that entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Cowen and Company LLC (the "Representatives"), as representatives of the several underwriters (collectively, the "Underwriters"), relating to the issuance and sale of (i) 3,157,144 shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), at a price to the public of $17.50 per share, and (ii) pre-funded warrants of the Company to purchase 1,142,856 shares of Common Stock at an exercise price equal to $0.0001 per share (the "Pre-Funded Warrants"), at a price to the public of $17.4999 per share of Common Stock underlying the Pre-Funded Warrants (equal to the public offering price per share of Common Stock, minus the exercise price of each Pre-Funded Warrant) (the "Offering") (Filing, 8-K, Syndax, DEC 15, 2021, View Source [SID1234597376]). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 645,000 shares of Common Stock. The gross proceeds to the Company from the Offering are expected to be approximately $75.3 million (or approximately $86.5 million if the Underwriters exercise their option to purchase additional shares in full).

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The Pre-Funded Warrants are exercisable at any time, provided that each Pre-Funded Warrant holder will be prohibited from exercising such Pre-Funded Warrants into shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock then-issued and outstanding, which percentage may change at the holders’ election provided that such limitation cannot exceed 19.99%, and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered.

The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-254661), which became effective upon filing with the Securities and Exchange Commission on March 24, 2021, a base prospectus dated March 24, 2021 and the related prospectus supplement dated December 15, 2021. The Offering is expected to close on or about December 20, 2021, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. All of the Company’s directors and executive officers and certain stockholders have agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock for 90 days, and the Company has agreed not to sell or transfer any shares of the Common Stock for 90 days, in each case, after December 15, 2021, without first obtaining the written consent of the Representatives.

The foregoing description of the terms of each of the Underwriting Agreement and Pre-Funded Warrants does not purport to be complete and is each qualified in its entirety by reference to the Underwriting Agreement and Form of Pre-Funded Warrant, respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated by reference herein.