Syros Pharmaceuticals Inc (SYRS)

[XenaLives]

June 12 $9.25 secondary

We have entered into a sales agreement with Cowen and Company, LLC, or Cowen, dated June 12, 2020, relating to the sale of shares of our common stock, $0.001 par value per share, offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $75.0 million from time to time through Cowen, acting as our agent. Upon entry into the sales agreement, we terminated our prior at-the-market program pursuant to the original sales agreement, dated July 20, 2017, or the original agreement. At the time of such termination, approximately $19.6 million out of an aggregate of $50.0 million remained unsold under the original agreement.

Our common stock is listed on The Nasdaq Global Select Market under the symbol “SYRS.” The last reported sale price of our common stock on June 10, 2020 was $9.45 per share.

Sales of our common stock, if any, under this prospectus will be made at market prices by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Cowen is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market, LLC. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Cowen will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold under the sales agreement. See “Plan of Distribution” beginning on page 17 for additional information regarding the compensation to be paid to Cowen. In connection with the sale of the common stock on our behalf, Cowen will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Cowen will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Cowen with respect to certain liabilities, including liabilities under the Securities Act.

https://fintel.io/doc/sec-syrs-syros-pharmaceuticals-424b5-2020-june-23-18436-302