Syndax estimates that the net proceeds from the private placement will be approximately $243 million, after deducting the placement agent's fees and estimated expenses payable by Syndax. Syndax expects to use the net proceeds from the private placement for general corporate purposes, including working capital, research and development expenditures, commercialization activity expenditures and business development expenditures.
The Notes will be senior unsecured obligations of Syndax and will accrue interest payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026 at a rate of 2.25%. The Notes will mature on June 15, 2031, unless earlier converted, redeemed or repurchased.
Noteholders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding March 15, 2031, only upon the occurrence of certain circumstances. On or after March 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, the noteholders may convert all or any portion of their Notes at any time.
Upon conversion, Syndax will pay or deliver, as the case may be, cash, shares of Syndax's common stock, par value $0.0001 per share (the "common stock"), or a combination of cash and shares of common stock, at Syndax's election. The conversion rate will initially be 40.3894 shares of common stock per $1,000 principal amount of Notes (equivalent to an ...
