UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of July 3, 2022 (the “Merger Agreement”), by and among the Company, Tyme Technologies, Inc., a Delaware corporation (“Tyme”) and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into Tyme, with Tyme surviving the merger as wholly-owned subsidiary of the Company (the “Merger”). The proposals are described in detail in the Company’s definitive proxy statement/prospectus included in the Registration Statement on Form S-4 filed by the Company with the SEC on August 8, 2022 (the “Proxy Statement/Prospectus”) and first mailed to the Company’s stockholders on August 10, 2022. The final voting results regarding each proposal are set forth below. There were 63,003,795 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 47,801,854 shares of company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.
Proposal No. 1. Approval of the issuance of shares of common stock of the Company (i) to stockholders of Tyme pursuant to the terms of the Merger Agreement and (ii) to certain investors pursuant to the terms of the Securities Purchase Agreement, by and among the Company and the investors party thereto, dated as of July 3, 2022.
This proposal was approved by the requisite vote of the Company’s stockholders.
For |
Against |
Abstain |
Broker Non-Vote | |||
33,009,922 | 561,413 | 39,893 | 14,190,626 |
Proposal No. 2. Approval of an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock from 200,000,000 shares to 700,000,000 shares.
This proposal was approved by the requisite vote of the Company’s stockholders.
For |
Against |
Abstain |
Broker Non-Vote | |||
32,313,493 | 1,237,216 | 60,519 | 14,190,626 |
Proposal No. 3. Approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock, by a ratio of not less than 1-for-5 and not more than 1-for-15, and a proportionate reduction in the number of authorized shares of the Company’s common stock, such ratio and implementation and timing of the reverse stock split to be determined in the discretion of the board of directors of the Company.
This proposal was approved by the requisite vote of the Company’s stockholders.
For |
Against |
Abstain |
Broker Non-Vote | |||
45,245,799 | 2,475,780 | 80,275 | 0 |
Proposal No. 4. To approve the adoption of the Syros Pharmaceuticals, Inc. 2022 Equity Incentive Plan.
This proposal was approved by the requisite vote of the Company’s stockholders.
For |
Against |
Abstain |
Broker Non-Vote | |||
22,533,550 | 10,886,936 | 190,742 | 14,190,626 |
Proposal No. 5. To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2 and 3 or to ensure that any supplement or amendment to the Proxy Statement/Prospectus is timely provided to holders of the Company’s common stock.
This proposal was approved by the requisite vote of the Company’s stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting on Proposal Nos. 1, 2 and 3.
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.
SYROS PHARMACEUTICALS, INC. | ||||||
Date: December 16, 2022 | By: | /s/ Nancy Simonian | ||||
Nancy Simonian, M.D. | ||||||
President & Chief Executive Officer |