As filed with the Securities and Exchange Commission on March 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYROS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 45-3772460 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 35 CambridgePark Drive, 4th Floor Cambridge, Massachusetts |
02140 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2016 Employee Stock Purchase Plan
2022 Inducement Stock Incentive Plan
(Full Title of the Plan)
Nancy Simonian, M.D.
President and Chief Executive Officer
Syros Pharmaceuticals, Inc.
35 CambridgePark Drive, 4th Floor
Cambridge, Massachusetts
(Name and Address of Agent for Service)
(617) 744-1340
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2016 Employee Stock Purchase Plan (the “2016 ESPP”) of Syros Pharmaceuticals, Inc. (the “Registrant”) and the 2022 Inducement Stock Incentive Plan, as amended (the “2022 Inducement Plan”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the following Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (“SEC”) relating to the 2016 ESPP and the 2022 Inducement Plan, except in each case the contents of Item 8, Exhibits thereof, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated by reference.
| SEC File No. | Date Filed with SEC | |
| 333-212363 | June 30, 2016 | |
| 333-216821 | March 20, 2017 | |
| 333-223574 | March 12, 2018 | |
| 333-230116 | March 7, 2019 | |
| 333-236895 | March 5, 2020 | |
| 333-253861 | March 4, 2021 | |
| 333-263555 | March 15, 2022 |
| Item 8. | Exhibits. |
The following exhibits are incorporated herein by reference:
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 2nd day of March, 2023.
| SYROS PHARMACEUTICALS, INC. | ||
| By: |
/s/ Nancy Simonian, M.D. | |
| Nancy Simonian, M.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Syros Pharmaceuticals, Inc., hereby severally constitute and appoint Nancy Simonian, M.D. and Jason Haas, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Syros Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Nancy Simonian, M.D. Nancy Simonian, M.D. |
President, Chief Executive Officer and Director (principal executive officer) | March 2, 2023 | ||
| /s/ Jason Haas Jason Haas |
Chief Financial Officer (principal financial officer and principal accounting officer) | March 2, 2023 | ||
| /s/ Peter Wirth Peter Wirth |
Chair of the Board of Directors | March 2, 2023 | ||
| /s/ Srinivas Akkaraju, M.D., Ph.D. Srinivas Akkaraju, M.D., Ph.D. |
Director | March 2, 2023 | ||
| /s/ Mark J. Alles Mark J. Alles |
Director | March 2, 2023 | ||
| /s/ Deborah Dunsire, M.D. Deborah Dunsire, M.D. |
Director | March 2, 2023 | ||
| /s/ S. Gail Eckhardt, M.D. S. Gail Eckhardt, M.D. |
Director | March 2, 2023 | ||
| /s/ Marsha H. Fanucci Marsha H. Fanucci |
Director | March 2, 2023 | ||
| /s/ Andrew M. Oh Andrew M. Oh |
Director | March 2, 2023 | ||
| /s/ Timothy T. Tyson Timothy T. Tyson |
Director | March 2, 2023 | ||
| /s/ Richard. A. Young, Ph.D. Richard A. Young, Ph.D. |
Director | March 2, 2023 | ||