S-8 1 d64972ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 4, 2021

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SYROS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   45-3772460

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

35 CambridgePark Drive, 4th Floor

Cambridge, Massachusetts

  02140
(Address of Principal Executive Offices)   (Zip Code)

2016 Stock Incentive Plan

2016 Employee Stock Purchase Plan

(Full Title of the Plan)

Nancy Simonian, M.D.

President and Chief Executive Officer

Syros Pharmaceuticals, Inc.

35 CambridgePark Drive, 4th Floor

Cambridge, Massachusetts

(Name and Address of Agent for Service)

(617) 744-1340

(Telephone Number, Including Area Code, of Agent for Service)

 

 

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  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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 financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, $0.001 par value per share

  2,162,227 shares (2)   $8.78 (3)   $18,984,353.06 (3)   $2,071.20

 

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Consists of (i) 1,600,000 additional shares issuable under the 2016 Stock Incentive Plan and (ii) 562,227 additional shares issuable under the 2016 Employee Stock Purchase Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 26, 2021.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2016 Stock Incentive Plan (the “2016 Plan”) of Syros Pharmaceuticals, Inc. (the “Registrant”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the following Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (“SEC”) relating to the 2016 Plan and the ESPP, except in each case the contents of Item 8, Exhibits thereof, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated by reference.

 

SEC File No.

   Date Filed with SEC

333-212363

   June 30, 2016

333-216821

   March 20, 2017

333-223574

   March 12, 2018

333-230116

   March 7, 2019

333-236895

   March 5, 2020

Item 8.                Exhibits.

The following exhibits are incorporated herein by reference:

 

Number

  

Description

4.1    Restated Certificate of Incorporation of the Registrant, including the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant (previously filed with the Securities and Exchange Commission on May 1, 2019 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37813) and incorporated herein by reference).
4.2    Amended and Restated Bylaws of the Registrant (previously filed with the Securities and Exchange Commission on July  6, 2016 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37813) and incorporated herein by reference).
5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant.
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
23.2    Consent of Ernst & Young LLP, independent registered public accounting firm.
24.1    Power of attorney (included on the signature pages of this registration statement).
99.1    2016 Stock Incentive Plan (previously filed with the Securities and Exchange Commission on June  3, 2016 as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No.  333-211818) and incorporated herein by reference).
99.2    2016 Employee Stock Purchase Plan (previously filed with the Securities and Exchange Commission on June  3, 2016 as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No.  333-211818) and incorporated herein by reference).


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 4th day of March, 2021.

 

SYROS PHARMACEUTICALS, INC.
By:  

/s/ Nancy Simonian, M.D.

Nancy Simonian, M.D.
President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Syros Pharmaceuticals, Inc., hereby severally constitute and appoint Nancy Simonian, M.D. and Gerald E. Quirk, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Syros Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Nancy Simonian, M.D.

Nancy Simonian, M.D.

   President, Chief Executive Officer and Director (principal executive officer)    March 4, 2021

/s/ Joseph J. Ferra, Jr.

Joseph J. Ferra, Jr.

   Chief Financial Officer (principal financial officer and principal accounting officer)    March 4, 2021

/s/ Peter Wirth

Peter Wirth

   Chair of the Board of Directors    March 4, 2021

/s/ Srinivas Akkaraju, M.D., Ph.D.

Srinivas Akkaraju, M.D., Ph.D.

   Director    March 4, 2021

/s/ Mark J. Alles

Mark J. Alles

   Director    March 4, 2021

/s/ S. Gail Eckhardt, M.D.

S. Gail Eckhardt, M.D.

   Director    March 4, 2021

/s/ Marsha H. Fanucci

Marsha H. Fanucci

   Director    March 4, 2021

/s/ Amir Nashat, Ph.D.

Amir Nashat, Ph.D.

   Director    March 4, 2021

/s/ Phillip A. Sharp, Ph.D.

Phillip A. Sharp, Ph.D.

   Director    March 4, 2021

/s/ Richard A. Young, Ph.D.

Richard A. Young, Ph.D.

   Director    March 4, 2021