UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported):

March 1, 2018

 

 

SYNDAX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☑

 

 

 

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On March 1, 2018, the Board of Directors (the “Board”) of Syndax Pharmaceuticals, Inc. (the “Company”) approved the recommendations of the Compensation Committee of the Board (the “Committee”) of 2017 cash bonuses, 2018 annual base salaries, 2018 bonus targets and equity awards for the Company’s named executive officers (each, an “Executive”), as set forth below.

2017 Cash Bonuses, 2018 Annual Base Salaries and 2018 Bonus Targets

The Board approved the Committee’s recommendations of the following 2017 cash bonuses, 2018 annual base salaries, which salaries are effective January 1, 2018, and 2018 bonus targets for the Executives:

 

Equity Awards

The Board approved the Committee’s recommendations and granted options to purchase shares of the Company’s common stock to the Company’s Executives as annual equity incentive awards granted pursuant to the Company’s 2015 Omnibus Incentive Plan, which grants are set forth in the table below.

 

The stock option granted to each Executive has (i) a vesting commencement date of February 8, 2018, (ii) an exercise price of $9.40 per share, the closing price of the Company’s common stock on March 1, 2018 and (iii) a term of 10 years from the grant date. One forty-eighth (1/48th) of the shares of common stock subject to such option shall vest monthly from the vesting commencement date, during the Executive’s continued service as an employee, consultant, director or officer of the Company over the forty-eight (48) months following the date of grant, until all of the shares subject to such option are fully vested.

 

 

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SIGNATURES

 

 

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.

 

 

SYNDAX PHARMACEUTICALS, INC.

 

 

By:/s/ Briggs W. Morrison, M.D.Briggs W. Morrison, M.D.Chief Executive Officer

 

Dated:  March 6, 2018