UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
For the Fiscal Year Ended December 31, 2020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number: 001-37708
Syndax Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | 2834 | 32-0162505 |
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
35 Gatehouse Drive, Building D, Floor 3
Waltham, Massachusetts 02451
(781) 419-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
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Non-accelerated Filer | ☒ | Smaller Reporting Company | ☒ |
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Emerging growth company | ☒ |
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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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
As of June 30, 2020, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $500.1 million, based on the closing price of the registrant’s common stock on June 30, 2020. Shares of the registrant’s common stock held by each officer and director and stockholders that the registrant has concluded are affiliates of the registrant. This determination of affiliate status is not a determination for other purposes.
As of March 10, 2021, there were 48,235,759 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Explanatory Note
The sole purpose of this Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K for the year ended December 31, 2020 of Syndax Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 12, 2021 (the “Form 10-K”) is to amend the certifications of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act (the “Certifications”), to correct an inadvertent omission of a portion of paragraph 4 of the Certifications. The Certifications are included herewith as Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the original filing.
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PART IV
Item 15. Exhibits, Financial Statements and Schedules
(a)(1) Financial Statements.
The response to this portion of Item 15 is set forth under Item 8 hereof.
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto.
(a)(3) Exhibits.
Exhibit |
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3.1 |
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3.2 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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10.1* |
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10.2* |
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10.3* |
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3
Exhibit |
| Description |
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10.4* |
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10.5* |
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10.6* |
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10.7* |
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10.8* |
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10.9* |
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10.10* |
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10.11* |
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10.12* |
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10.13* |
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10.14* |
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10.15* |
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10.16* |
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10.17* |
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4
Exhibit |
| Description |
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10.18* |
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10.19* |
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10.20* |
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10.21* |
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10.22† |
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10.23† |
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10.24 |
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10.25† |
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10.26† |
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10.27† |
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10.28† |
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10.29† |
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5
Exhibit |
| Description |
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10.30† |
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10.31† |
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10.32† |
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10.33† |
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10.34† |
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10.35† |
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10.36† |
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10.37† |
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10.38† |
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10. 39† |
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10.40† |
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10.41† |
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6
Exhibit |
| Description |
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10.42† |
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10.43† |
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10.44† |
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10.45† |
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10.46† |
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10.47 |
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10.48† |
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10.49† |
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10.50 |
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10.51 |
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21.1 |
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23.1 |
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24.1 |
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31.1 |
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7
Exhibit |
| Description |
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31.2 |
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32.1+ |
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101.INS |
| Inline XBRL Instance Document |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Indicates a management contract or compensatory plan. |
+ | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
† | Confidential treatment has been granted for certain portions of this exhibit. These portions have been omitted and filed separately with the SEC. |
Item 16. Form 10-K Summary
Not applicable.
8
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| SYNDAX PHARMACEUTICALS, INC. | |
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Date: April 30, 2021 |
| By: | /s/ Briggs W. Morrison, M.D. |
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| Briggs W. Morrison, M.D. |
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| Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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/s/ Briggs W. Morrison, M.D. |
| Chief Executive Officer and Director (Principal Executive Officer) |
| April 30, 2021 |
Briggs W. Morrison, M.D. |
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/s/ Daphne Karydas |
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
| April 30, 2021 |
Daphne Karydas |
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| Chief Operating Officer and Director |
| April 30, 2021 |
Michael A. Metzger |
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| Chairman of the Board of Directors |
| April 30, 2021 |
Dennis G. Podlesak |
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| Director |
| April 30, 2021 |
Pierre Legault |
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| Director |
| April 30, 2021 |
Fabrice Egros, PharmD, Ph.D. |
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| Director |
| April 30, 2021 |
Keith A. Katkin |
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| Director |
| April 30, 2021 |
Jennifer Jarrett |
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| Director |
| April 30, 2021 |
William Meury |
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*By: |
| /s/ Luke J. Albrecht |
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| Luke J. Albrecht |
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| Attorney-in-Fact |