Item 2.01 Completion of Acquisition or Disposition of Assets
On September 16, 2022 (the "Closing Date"), Tyme Technologies, Inc. (the
"Company" or "Tyme") completed its business combination with Syros
Pharmaceuticals, Inc. in accordance with the terms of the Agreement and Plan of
Merger, dated as of July 3, 2022 (the "Merger Agreement"), by and among the
Company, Syros Pharmaceuticals, Inc., a Delaware corporation ("Syros") and Tack
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Syros
("Merger Sub"), pursuant which Merger Sub merged with and into Tyme, with Tyme
surviving as a wholly owned subsidiary of Syros (the "Merger").
Also on September 16, 2022, but prior to the closing of the Merger, Syros
completed a 1-for-10 reverse stock split of its common stock (the "Reverse Stock
Split"). At the closing of the Merger, Syros issued an aggregate of 7,546,014
shares of its common stock to Tyme stockholders, based on a pre-Reverse Stock
Split exchange ratio of 0.4382 shares of Syros common stock for each share of
Tyme common stock outstanding immediately prior to the Merger, which exchange
ratio was equitably adjusted to 0.04382 as a result of the Reverse Stock Split.
The exchange ratio was determined through arm's-length negotiations between
Syros and Tyme. In addition, each outstanding and unexercised option to purchase
shares of Tyme common stock granted to an individual who continued as a service
provider to Tyme at the effective time of the Merger was assumed by Syros and
converted into an option to purchase shares of Syros common stock, with
necessary adjustments to reflect the exchange ratio. Each outstanding and
unexercised warrant to purchase shares of Tyme common stock, other than the
warrants issued by the Company on May 20, 2020, were also assumed by Syros and
converted into a warrant to purchase shares of Syros common stock, with
necessary adjustments to reflect the exchange ratio. The warrants issued by Tyme
on May 20, 2020 were repurchased at their Black-Scholes valuation pursuant to
their terms prior to the closing of the Merger.
The issuance of the shares of the Syros common stock issued to the former
stockholders of Tyme was registered with the U.S. Securities and Exchange
Commission (the "SEC") on the Registration Statement on Form S-4, as amended
(File No. 333-266184) filed by Syros (the "Registration Statement").
The foregoing description of the Merger and Merger Agreement contained herein
does not purport to be complete and is qualified in its entirety by reference to
the Merger Agreement, which was filed as Exhibit 2.1 on the Report on
Form 8-K filed by the Company on July 5, 2022, and is incorporated herein by
reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the NASDAQ
Capital Market ("NASDAQ") on the Closing Date that a Certificate of Merger had
been filed with the State of Delaware in connection with the Merger and that, at
the effective time of the Merger, each outstanding share of Tyme common stock
was cancelled and converted into the right to receive Syros common stock subject
to the terms of the Merger Agreement. The Company requested that NASDAQ delist
the shares of Tyme common stock on the Closing Date, and as a result, expects
trading of the shares of Tyme common stock on NASDAQ to be suspended no later
than prior to the opening of trading on Nasdaq on September 19, 2022. The
Company also requested that NASDAQ file a notification of removal from listing
and registration on Form 25 with the SEC to effect the delisting of the shares
of Tyme common stock from NASDAQ and the deregistration of the shares of Tyme
Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company intends to file with the SEC a Form 15
requesting the termination of registration of the shares of Tyme Common Stock
under Section 12(g) of the Exchange Act and the suspension of reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
The information set forth under Items 2.01 and 8.01 is incorporated herein by
reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 is incorporated
herein by reference into this Item 3.03.
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Item 5.01 Changes in Control of Registrant.
As a result of and at the closing of the Merger, a change of control of the
Company occurred, and the Company became a wholly-owned direct subsidiary of
Syros.
The information set forth under Item 2.01 is incorporated herein by reference
into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 of this Current Report is incorporated
herein by reference into this Item 5.02.
In connection with the consummation of the Merger, immediately following the
closing of the Merger, each of Richard Cunningham, Steve Hoffman, Gerald Sokol,
David Carberry, Timothy Tyson, Douglas Michels, Donald DeGolyer and Christine
Baker resigned from the Company's Board of Directors and any committees thereof.
Such resignations were not the result of any disagreements with the Company
relating to the Company's operations, policies or practices. Following the
closing of the Merger, each of Richard Cunningham, Frank Porfido and James Biehl
ceased to be officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the closing of the Merger, the Company's certificate of incorporation as in
effect immediately prior to the Merger was amended and restated in its entirety
(the "Amended and Restated Certificate of Incorporation"). A copy of the Amended
and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is
incorporated herein by reference. In addition, at the closing of the Merger, the
Company's bylaws as in effect immediately prior to the Merger were amended and
restated in their entirety (the "Amended and Restated Bylaws"). A copy of the
Amended and Restated Bylaws is filed as Exhibit 3.2 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of July 3, 2022, by and among
Tyme Technologies, Inc., Syros Pharmaceuticals, Inc. and Tack
Acquisition Corp. (incorporated by reference from Exhibit 2.1 to the
Company's 8-K filed on July 5, 2022).
3.1 Amended and Restated Certificate of Incorporation of Tyme
Technologies, Inc.
3.2 Amended and Restated Bylaws of Tyme Technologies, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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