Syndax raises $250 million through convertible notes offering
Syndax Pharmaceuticals (NASDAQ: SNDX) completed a private placement of $250 million in convertible senior notes on June 10, according to a company filing. The 2.25% convertible senior notes are due in 2031.
The pharmaceutical company received net proceeds of approximately $243 million after deducting placement agent fees and offering expenses. Syndax stated it plans to use the funds for general corporate purposes, including working capital, research and development, commercialization activities, and business development.
The notes were issued under an indenture with U.S. Bank Trust Company, National Association serving as trustee. The offering was conducted through privately negotiated subscription agreements dated June 3.
The convertible notes can be converted into a maximum of 13.63 million shares of common stock based on an initial conversion rate of 54.5256 shares per $1,000 principal amount of notes. The conversion rate includes standard anti-dilution adjustment provisions.
Syndax sold the notes to investors under an exemption from Securities Act registration requirements. The notes and any shares issued upon conversion have not been registered under the Securities Act and cannot be offered or sold in the United States without registration or an applicable exemption.
The company indicated that any shares issued upon note conversion would likely qualify for a Securities Act exemption as exchanges exclusively with noteholders, since no commissions or other compensation are expected to be paid in connection with conversions.
