Syndax Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Syndax just signed a big deal, details TBD.

AI Summary

On November 4, 2024, Syndax Pharmaceuticals, Inc. entered into a material definitive agreement. The filing does not disclose the specific details of this agreement, such as the counterparty or financial terms.

Why It Matters

This filing indicates a significant new development for Syndax Pharmaceuticals, potentially involving partnerships, acquisitions, or licensing deals that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Syndax Pharmaceuticals, Inc. (company) — Registrant
• November 04, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $350 million — co) (the " Territory ") in exchange for $350 million. Pursuant to the Purchase and Sale Ag
• $822.5 million — e Participation Right will be capped at $822.5 million (the " Royalty Cap "). The Purchase a

Filing Documents

• sndx-20241104.htm (8-K) — 41KB
• 0000950170-24-120673.txt ( ) — 155KB
• sndx-20241104.xsd (EX-101.SCH) — 25KB
• sndx-20241104_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 4, 2024, Syndax Pharmaceuticals, Inc. (" Syndax ") entered into a Purchase and Sale Agreement (the " Purchase and Sale Agreement ") with Royalty Pharma Development Funding, LLC (" Royalty Pharma "), pursuant to which Royalty Pharma purchased rights to certain revenue streams from net sales of products comprising or containing axatilimab (including Niktimvo) (collectively, the " Product ") by Syndax, its affiliates and its licensees in the United States and its respective territories, districts, commonwealths and possessions (including Guam and Puerto Rico) (the " Territory ") in exchange for $350 million. Pursuant to the Purchase and Sale Agreement, Royalty Pharma purchased the right to receive a percentage of net sales equal to a royalty rate of 13.8% on quarterly net sales of the Product in the Territory; provided that the royalty rate is subject to certain adjustments based on future aggregate net sales of the Product in the Territory (the " Revenue Participation Right "). Aggregate payments made to Royalty Pharma in respect of the Revenue Participation Right will be capped at $822.5 million (the " Royalty Cap "). The Purchase and Sale Agreement contains customary representations, warranties and indemnities of Syndax and Royalty Pharma and customary covenants relating to the royalty payments, including the grant of a back-up security interest in the purchased royalties and certain assets related to the Product and restrictions on the incurrence of additional indebtedness and on the existence of liens on Syndax's assets related to the Product. Upon a change of control, Syndax will have the right, but not the obligation, to repurchase the Revenue Participation Right at a repurchase price set forth in the Purchase and Sale Agreement. In addition, the Purchase and Sale Agreement provides that if certain events of default occur, including certain bankruptcy events or certain termination events w

SIGNATURES

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. Date: November 4, 2024 By: /s/ Michael A. Metzger Michael A. Metzger Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR