Stockholders of both Syros Pharmaceuticals Inc., based in Cambridge, Mass., and Bedminster’s TYME Technologies approved plans for a merger valued at approximately $60 million.

As previously announced, TYME – an emerging biotech company developing cancer metabolism-based therapies – will become a wholly owned subsidiary of Syros. The total cash balance of the combined company has been valued at approximately $240 million. The closing was announced Sept. 16.

At a special meeting last week, Syros’ stockholders also approved issuing shares of Syros’ common stock to TYME’s common stockholders in connection with the merger and to certain Syros’ investors in connection with a $130 million private investment in public equity (PIPE) financing.

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The combined company, which is now trading on the Nasdaq under the ticker symbol “SYRS,” will be led by Syros’ existing management team, including CEO Dr. Nancy Simonian, and will remain focused on the company’s pipeline of small molecule medicines for cancer treatment.

“We are pleased to announce the closing of these transactions, which is expected to bring us the necessary capital to advance our later-stage targeted hematology programs and support our early commercialization activities,” Simonian said in a statement. “Looking ahead, we believe we are well-positioned to create value for all our stakeholders. … We greatly appreciate the support of our new and existing shareholders as we work toward our vision of bringing forward medicines that redefine the standard of care for cancer patients.”

Syros also announced a 1-for-10 reverse stock split of its common stock, effective Sept. 16. The company said the split will not change the par value of the common stock or the authorized number of shares of preferred stock of Syros.

Computershare, which is acting as the exchange agent for the reverse stock split, will send stockholders with physical stock certificates instructions for exchanging them for shares in book-entry form representing the post-split number. Stockholders holding their shares in book-entry form or in brokerage accounts do not need to take any action.

Piper Sandler & Co. served as financial advisor to Syros. Moelis & Co. LLC served as financial advisor to TYME. Cowen and Piper Sandler & Co. served as placement agents for the PIPE transaction. WilmerHale LLP served as legal counsel to Syros. Faegre Drinker Biddle & Reath LLP served as legal counsel to TYME.

Syros Pharmaceuticals, based in Cambridge, Mass., and Bedminster’s TYME Technologies Inc. announced July 5 that they entered into a definitive merger agreement whereby Syros will acquire TYME, including its pipeline assets and net cash. After transaction expenses, the deal is valued at approximately $60 million.

The move has been cleared by the boards of directors of both companies and is expected to close in the second half of 2022, subject to approval by the stockholders of both companies. Upon closing, TYME — an emerging biotech company developing cancer metabolism-based therapies — will become a wholly owned subsidiary of Syros.

The combined company, which will trade on the Nasdaq under the ticker symbol SYRS, will be led by Syros’ management team, including CEO Dr. Nancy Simonian, and will remain focused on the company’s pipeline of small molecule medicines for cancer treatment.

Syros also announced an oversubscribed $130 million private investment in public equity (PIPE) financing at a price per unit of $0.94 as well as an amendment to its senior secured loan facility with Oxford Finance LLC.

Following the closing of the merger, financing and amendment, the total cash balance of the combined company is expected to be approximately $240 million, which Syros stated is sufficient to fund its operating expenses and capital expenditure requirements into 2025.

“This is a pivotal moment for Syros,” Simonian said in a statement. “We believe these transactions will bring us the necessary capital to advance our late-stage clinical programs toward commercialization …”

Simonian then highlighted the company’s work on treatments for acute promyelocytic leukemia and pancreatic cancer.

Richie Cunningham, CEO of TYME, added that the proposed merger with Syros “was the best option for our shareholders.”

In the merger, Syros expects to issue approximately 74.3 million shares of its common stock to TYME stockholders to acquire TYME’s expected net cash at closing, and TYME stockholders are expected to receive approximately 0.4312 shares of Syros common stock for each share of TYME common stock.

Piper Sandler & Co. is acting as financial advisor to Syros. Moelis & Co. LLC is acting as financial advisor to TYME. Cowen and Piper are acting as placement agents for the PIPE transaction. WilmerHale LLP is acting as legal counsel to Syros. Faegre Drinker Biddle & Reath LLP is acting as legal counsel to TYME.

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Tag: TYME Technologies