Washington, D.C. 20549

FORM 8-K  


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2020 


(Exact name of registrant as specified in its charter)





(state or other jurisdiction

of incorporation)


File Number)

(I.R.S. Employer

Identification No.)


Building D, Floor 3

35 Gatehouse Drive

Waltham, Massachusetts


(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 419-1400


(Former name or former address, if changed since last report)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock


The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Item 2.02.

Results of Operations and Financial Condition.

On March 3, 2020, Syndax Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided in this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.









Press Release, dated March 3, 2020





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






/s/ Briggs W. Morrison, M.D.


Briggs W. Morrison, M.D.


Chief Executive Officer

Dated: March 3, 2020





Exhibit 99.1


Syndax Pharmaceuticals Reports Fourth Quarter 2019 Financial Results and

Provides Clinical and Business Update

- Final OS analysis for Phase 3 E2112 trial in HR+, HER2- metastatic breast cancer expected in
2Q20; potential NDA filing later this year -

- Phase 1 data presentation from AUGMENT-101 trial of SNDX-5613 in acute leukemias
expected 4Q20; potential for interim results throughout 2020 -

- SNDX-6352 granted generic name axatilamab; presentation of additional cGVHD results
expected 4Q20 -

- 1Q 2020 financings of $55 million extend cash runway into 2021, through all key milestones –

- Company to host conference call today at 4:30 p.m. ET -

WALTHAM, Mass., March 3, 2020 -- Syndax Pharmaceuticals, Inc. ("Syndax," the "Company" or "we") (Nasdaq:SNDX), a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies, today reported its financial results for the fourth quarter ended December 31, 2019. In addition, the Company provided a clinical and business update. As of December 31, 2019, Syndax had $59.8 million in cash, cash equivalents and short-term investments.

“With meaningful data readouts expected for each of our innovative pipeline candidates aimed at addressing unmet need in some of the most underserved patient populations, 2020 is poised to be an exciting and transformative year for the Company,” said Briggs W. Morrison, M.D., Chief Executive Officer of Syndax. “Of note, this includes the final overall survival readout from E2112, our Phase 3 registration trial of entinostat plus exemestane in HR+, HER2- breast cancer, in the second quarter of this year. Supported by the compelling overall survival benefit observed in the Phase 2b ENCORE 301 trial, we believe the combination of entinostat and exemestane has strong potential to serve as a much-needed option in a setting for which existing therapies are inadequate. We remain on track to file for the regulatory approval of entinostat in HR+ breast cancer by year end, with a potential launch expected in 2021, positioning us as a fully-integrated oncology company.”

Dr. Morrison added, “In 2020, we also expect to present the first clinical data from the AUGMENT-101 trial of SNDX-5613, our oral Menin inhibitor, in adults with relapsed/refractory acute leukemias. Supported by a robust body of preclinical data, including two recently published articles in Cancer Cell and Science magazine, we believe SNDX-5613 has the potential to serve as an effective intervention for both NPM1 mutant AML and MLL-r acute leukemias. A presentation of additional results from our ongoing Phase 1/2 trial of axatilamab, our anti-CSF-1R monoclonal antibody in patients with cGVHD, is also anticipated in the fourth quarter of this year.”

Pipeline Updates


Syndax continues to anticipate that the E2112 trial will reach 410 death events in the second quarter of 2020, which will trigger the final overall survival (OS) analysis. E2112 is the Company’s NCI-sponsored, ECOG-ACRIN-led Phase 3 registration trial of entinostat, a Class I selective HDAC inhibitor, plus exemestane in advanced hormone receptor positive, human epidermal growth factor receptor 2 negative (HR+, HER2-) breast cancer. A positive OS assessment would allow the Company to file for full regulatory approval in the U.S.


The E2112 trial design was informed by the Phase 2b ENCORE 301 trial, the results of which led to entinostat's Breakthrough Therapy designation in HR+ breast cancer, in which patients receiving the entinostat/exemestane combination demonstrated a clinically meaningful OS benefit over treatment with exemestane alone. In preparation for the potential launch of entinostat in the U.S. in 2021, the Company is actively engaged in the expansion of its commercial and medical affairs functions.


Syndax recently announced two preclinical publications in Cancer Cell and Science magazine supporting the potential for inhibitors of the MLL1-Menin interaction to serve as a treatment of acute leukemia patients with mixed lineage leukemia rearranged (MLL-r) or nucleophosmin (NPM1) mutations. These findings provide additional support for the Company’s ongoing AUGMENT-101 trial, a Phase 1/2 open-label trial of SNDX-5613, the Company’s potent, highly selective oral Menin inhibitor, in adults with relapsed/refractory acute leukemias, including MLL-r acute lymphoblastic leukemia (ALL), MLL-r acute myeloid leukemia (AML) and NPM1 mutant AML.

Enrollment is ongoing in the Phase 1 dose escalation portion of AUGMENT-101. Following completion of the Phase 1 portion of the trial, which will establish a recommended Phase 2 dose, the Phase 2 portion will evaluate efficacy, as defined by Complete Response rate (per International Working Group response criteria), across three expansion cohorts: MLL-r ALL, MLL-r AML, and NPM1 mutant AML.

As previously communicated, the Company anticipates presenting initial clinical data from AUGMENT-101 at a medical conference in the fourth quarter of 2020. Due to the open-label nature of the trial, meaningful interim data, including pharmacokinetic, pharmacodynamic and efficacy data, may be available earlier in the year.

Axatilamab (SNDX-6352)

Enrollment of patients to the Phase 2 expansion cohort of axatilamab, the Company’s anti-CSF-1R monoclonal antibody, for the treatment of chronic graft versus host disease (cGVHD) is underway. The decision to move to the Phase 2 expansion was driven by recently reported encouraging proof of concept results from the Phase 1 portion of the trial, in which responses were observed in all evaluable patients as of the data cutoff date, with no dose limiting toxicities reported.

The Phase 2 expansion cohort is expected to enroll up to 22 patients to further characterize the safety and efficacy of 1.0 mg/kg of axatilamab administered every two weeks. The Company expects to present additional results from the Phase 1/2 trial in the fourth quarter of 2020.

Fourth Quarter 2019 Financial Results

As of December 31, 2019, Syndax had cash, cash equivalents and short-term investments of $59.8 million and 31.6 million shares issued and outstanding, which includes 27.1 million shares of common stock and pre-funded warrants to purchase 4.5 million shares of common stock.

Fourth quarter 2019 research and development expenses decreased to $9.5 million from $15.8 million, and for the full year decreased to $43.0 million compared to $60.1 million for 2018. The fourth quarter and full year decreases were primarily due to decreased clinical trial activities and professional fees.

General and administrative expenses for the fourth quarter 2019 increased to $5.1 million from $3.9 million, and, for the year ended December 31, 2019, decreased to $16.1 million compared to $17.3 million for the prior year. The fourth quarter increase is primarily due to increased pre-commercialization expenses. The decrease for the full year was primarily due to decreased professional fees and legal spending.





For the three months ended December 31, 2019, Syndax reported a net loss attributable to common stockholders of $14.0 million or $0.44 per share compared to $18.8 million or $0.70 per share for the prior year period. For the year ended December 31, 2019, Syndax reported a net loss attributable to common stockholders of $56.0 million or $1.84 per share, compared to $74.0 million or $2.92 per share for the prior year.

Financial Update and Guidance

In February 2020, Syndax issued 3,036,719 shares of its common stock and 1,338,287 pre-funded warrants to purchase common stock at $8.00 per share, representing a premium of 20% to the share price at market close on Thursday, January 30, 2020. As a result of the offering, Syndax received net proceeds of approximately $35.0 million. Following the offering, as of March 3, 2020, shares outstanding totaled 36.0 million, including 30.2 million shares of common stock and pre-funded warrants to purchase 5.8 million shares of common stock.

In February 2020 the Company entered into an agreement with Hercules Capital, Inc. (NYSE: HTGC) for a term loan of up to $30.0 million, consisting of an initial tranche of $20.0 million that was funded at the closing with the potential for a second tranche of $10.0 million subject to satisfaction of certain terms and conditions. Including the $35 million of proceeds from the equity offering and the $20 million draw of the term loan, our year-end cash of $60 million has been supplemented by this additional $55 million.

Today, the Company provided operating expense guidance for the first and second quarters of 2020.  Financial guidance for the second half of 2020 will be issued after we get the result of the E2112 study. We expect our operating expenses for the first two quarters of 2020 to increase over the quarterly operating expenses we reported for the second half of 2019. R&D expenses will increase, primarily due to increased development activities for SNDX-5613, our menin inhibitor, and for axatilamab. G&A expenses will increase, primarily due to increased entinostat pre-commercial activities. For each of the first and second quarters of 2020, research and development expenses are expected to be $12 to $14 million, and total operating expenses are expected to be $17 to $19 million. Given our cash operating expense guidance, we expect to end the second quarter of 2020 with more than $80 million of cash, which gives us the financial flexibility to take advantage of key development milestones well into 2021.


Conference Call and Webcast

In connection with the earnings release, Syndax's management team will host a conference call and live audio webcast at 4:30 p.m. ET today, Tuesday, March 3.

The live audio webcast and accompanying slides may be accessed through the Events & Presentations page in the Investors section of the Company's website at  Alternatively, the conference call may be accessed through the following:

Conference ID: 2786075
Domestic Dial-in Number: (855) 251-6663
International Dial-in Number: (281) 542-4259
Live webcast:

For those unable to participate in the conference call or webcast, a replay will be available for 30 days on the Investors section of the Company's website,

About Syndax Pharmaceuticals, Inc.

Syndax Pharmaceuticals is a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies. The Company's lead product candidate, entinostat, a once-weekly, oral, small molecule, class I HDAC inhibitor, is being tested in a Phase 3 combination trial with exemestane for treatment of advanced HR+, HER2- breast cancer and has been evaluated in combination with several approved PD-1/PD-(L)1 antagonists. The Company's pipeline also includes SNDX-6352, a monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor, and SNDX-5613, a highly selective inhibitor of the Menin–MLL binding interaction. For more information, please visit or follow the Company on Twitter and LinkedIn.

Syndax’s Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "expect," "plan," "anticipate," "estimate," "intend," "believe" and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Syndax's expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements about the progress, timing, clinical development and scope of clinical trials and the reporting of clinical data for Syndax's product candidates, the potential use of our product candidates to treat various cancer indications, Syndax's fourth quarter and full-year 2019 net cash used in research and development and total operating activities, and first quarter and full year 2020 operating expense and cash guidance. Many factors may cause differences between current expectations and actual results including unexpected safety or efficacy data observed during preclinical or clinical trials, clinical trial site activation or enrollment rates that are lower than expected, changes in expected or existing competition, changes in the regulatory environment, failure of Syndax's collaborators to support or advance collaborations or product candidates and unexpected litigation or other disputes. Other factors that may cause Syndax's actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Syndax's filings with the U.S. Securities and Exchange Commission, including the "Risk Factors" sections contained therein. Except as required by law, Syndax assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.























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Syndax Contacts


Investor Contact

Melissa Forst

Argot Partners

Tel 212.600.1902


Media Contact

Ted Held
Tel 212.798.9842