SYROS PHARMACEUTICALS, INC. 4,939,591 shares of common stock, par value $0.001 per share (the “Common Stock”) Pre-Funded Warrants to Purchase 5,242,588 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 19th, 2023 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,939,591 shares (the “Shares”) of Common Stock of the Company (the “Common Stock”) and pre-funded warrants to purchase an aggregate of 5,242,588 shares of Common Stock in a form to be mutually agreed upon by the Company and the Representatives (the “Warrants”). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The Shares and Warrants are herein referred to as the “Securities.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares and the exercise of the Warrants are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SYROS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • April 6th, 2023 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Number of Shares] SYROS PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2017 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2017 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 20, 2017 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2020 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of February 12, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SYROS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 35 CambridgePark Drive, 4th Floor, Cambridge, MA 02140 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SYROS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 9th day of October, 2014, by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of July 3, 2022 by and between Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
SYROS PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Equity Incentive PlanNonstatutory Stock Option Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
SYROS PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2012 Equity Incentive PlanIncentive Stock Option Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2020 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2020 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
SYROS PHARMACEUTICALS, INC. Restricted Stock Agreement Granted Under 2012 Equity Incentive PlanRestricted Stock Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2020 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of December 4, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SYROS PHARMACEUTICALS, INC. 8,667,333 shares of common stock, par value $0.001 per share (the “Common Stock”) and Class A Warrants to Purchase up to 1,951,844 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 8th, 2019 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (i) an aggregate of 8,667,333 shares of Common Stock of the Company (the “Shares”) and (ii) Class A Warrants, substantially in the form of Exhibit A hereto, to purchase an aggregate of 1,951,844 shares of Common Stock (the “Warrants,” such Shares and Warrants to be issued and sold by the Company being hereinafter collectively called the “Securities”). Each share was offered by the Company together with a Warrant to purchase one-quarter of one share of Common Stock at an exercise price of $8.625 per whole share; provided, that 859,957 of the Shares to be sold hereunder are being sold without such Warrants. As used herein, “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants. The shares of Common Stock of the Compa
SYROS PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SYROS PHARMACEUTICALS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2022 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 15th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
TYME TECHNOLOGIES, INC. [FORM OF] SUPPORT AGREEMENTSupport Agreement • July 13th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Syros Pharmaceuticals, Inc. a Delaware corporation (“Syros”), Tyme Technologies, Inc., a Delaware corporation (“Tyme”), and the undersigned stockholder (the “Stockholder”) of Tyme.
SYROS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 20th, 2015 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 9th day of October, 2014, by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and DANA-FARBER CANCER INSTITUTE, INC. and SYROS PHARMACEUTICALS, INC....License Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 1, 2013 (the “EFFECTIVE DATE”), is among the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, having a principal office at Nine Cambridge Center, Cambridge, MA 02142; the Dana-Farber Cancer Institute, Inc. (“DFCI”), a Massachusetts non-profit organization having a principal place of business at 450 Brookline Ave., Boston, MA 02215; and Syros Pharmaceuticals, Inc. (“COMPANY”), a Delaware corporation, having a principal place of business at 480 Arsenal Street, Suite 130, Watertown, MA 02472.
CONSULTING AGREEMENTConsulting Agreement • November 12th, 2019 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 8th day of August, 2012 is entered into by LS22, Inc., a Delaware corporation with its principal place of business at One Memorial Drive, 7th Floor, Cambridge, MA 02142 (the “Company”), and Richard A. Young, PhD., (the “Consultant”). The Consultant is a Member of the Whitehead Institute for Biomedical Research (“WIBR”) and faculty member in the Department of Biology of the Massachusetts Institute of Technology (“MIT”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2018 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
This Stock Purchase Agreement (this “Agreement”) is dated as of January 8, 2018, between Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Incyte Corporation, a Delaware corporation (“Purchaser”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CANCER LICENSE AGREEMENTCancer License Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CANCER LICENSE AGREEMENT (this “Agreement”) dated as of September 11, 2015 (the “Effective Date”) is entered into between TMRC Co., Ltd., a Japanese corporation having a place of business at 1-12-12, Kita Shinjuku, Shinjuku-ku, Tokyo 164-0074, Japan (“TMRC”) and Syros Pharmaceuticals, Inc., a Delaware corporation having a place of business at 620 Memorial Drive, Suite 300, Cambridge MA 02139 USA (“Syros”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2023 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of February 12, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SYROS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 35 CambridgePark Drive, 4th Floor, Cambridge, MA 02140 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DANA-FARBER CANCER INSTITUTE, INC. and SYROS PHARMACEUTICALS, INC. LICENSE AGREEMENTLicense Agreement • June 3rd, 2016 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of February 22, 2013 (the “EFFECTIVE DATE”), is between the Dana-Farber Cancer Institute, Inc. (“DFCI”), a Massachusetts non-profit organization having a principal place of business at 450 Brookline Ave., Boston, MA 02215 and Syros Pharmaceuticals, Inc. (“COMPANY”), a Delaware corporation, having a principal place of business at 1 Memorial Drive, Seventh Floor, Cambridge MA 02142.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2022 (the “Execution Date”) by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 15th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
LEASE betweenLease Agreement • January 11th, 2019 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2022 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 3, 2022 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SYROS PHARMACEUTICALS, INC. [FORM OF] LOCK-UP AGREEMENTLock-Up Agreement • July 5th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”), has entered into an Agreement and Plan of Merger, dated as of July 3, 2022 (as the same may be amended from time to time, the “Merger Agreement”) with Tack Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Syros, and Tyme Technologies, Inc., a Delaware corporation (“Tyme”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
MASTER COLLABORATION AGREEMENT for Companion DiagnosticsMaster Collaboration Agreement • May 16th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
SYROS is a biopharmaceutical company engaged in the research and development of products for the treatment of human disease and conditions, including cancer;
LEASE TERMINATION AGREEMENTLease Termination Agreement • November 4th, 2019 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Lease Termination Agreement (this “Agreement”), dated as of November 1, 2019, is entered into by and between 620 MEMORIAL LEASEHOLD LLC, a Massachusetts limited liability company with an address c/o MIT Cambridge Real Estate LLC, One Broadway, Suite 09-200, Cambridge, MA 02142 (“Landlord”), and SYROS PHARMACEUTICALS, INC., a Delaware corporation with an address of 620 Memorial Drive, Cambridge, MA 02139 (“Tenant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.Target Discovery, Research Collaboration and Option Agreement • March 5th, 2020 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations
The purpose of this letter (this “Letter Agreement”) is to memorialize our discussions and the agreement reached between Incyte and Syros with respect to certain issues related to the Target Discovery, Research Collaboration and Option Agreement between Incyte Corporation (“Incyte”) and Syros Pharmaceuticals, Inc., (“Syros”) dated January 8, 2018 (the “Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
RETIREMENT AND TRANSITION AGREEMENTRetirement and Transition Agreement • November 14th, 2023 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Retirement and Transition Agreement (the “Agreement”) is made by and between Nancy Simonian (the “Executive”) and Syros Pharmaceuticals, Inc. (“Syros” or the “Company”) (together, the “Parties”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 5th, 2022 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 3, 2022, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SYROS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 840 Memorial Drive, Cambridge, MA 02139 (“Borrower”).
CONFIDENTIAL Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LOAN AND...Loan and Security Agreement • July 31st, 2024 • Syros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of February 12, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SYROS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 35 CambridgePark Drive, 4th Floor, Cambridge, MA 02140 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
