aibioSyndax agrees to $250.0 million private placement of 2.25% convertible notes
Tickers SNDX
Syndax Pharmaceuticals agreed on June 3, 2026 to issue $250.0 million of 2.25% convertible notes due 2031 in a private placement, with about $243 million of net proceeds expected. J. Wood Capital Advisors LLC is the sole placement agent, and the company's 2025 net loss was $285.4 million.
Key facts
- Company
- Syndax Pharmaceuticals, Inc. (NASDAQ: SNDX)
- News type
- Debt Financing
- Primary source
- Syndax Pharmaceuticals Inc Form 8-K filed June 4, 2026 (SEC EDGAR)
Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX) agreed on June 3, 2026 to issue $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 in a private placement to certain investors. The sale is expected to close on June 10, 2026, subject to customary closing conditions. The company estimates net proceeds of about $243 million after the placement agent's fees and expenses. It reported the deal in a Form 8-K filed June 4, 2026 under Items 1.01, 3.02 and 8.01, and issued a press release the same day announcing the pricing.
Who arranged the deal
The press release, filed as Exhibit 99.1, names J. Wood Capital Advisors LLC as sole placement agent. The subscription agreement, filed as Exhibit 10.1, uses the same name and says the placement agent takes no responsibility for the information investors receive. The 8-K refers only to "the placement agent". The notes will be issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. Neither the 8-K nor its exhibits names counsel to Syndax or to the placement agent.
Terms of the notes
Interest accrues at 2.25% a year from June 10, 2026, and is payable on June 15 and December 15, starting December 15, 2026. The notes are senior unsecured obligations of Syndax and mature on June 15, 2031, unless they are converted, redeemed or repurchased earlier.
The initial conversion rate is 40.3894 shares per $1,000 of principal, an initial conversion price of about $24.76 a share. The 8-K says that price is a premium of approximately 35% over the last reported sale price on June 3, 2026. Syndax can settle conversions in cash, shares or a combination, at its election. A maximum of 13,631,400 shares may be issued on conversion, based on an initial maximum conversion rate of 54.5256 shares per $1,000 of notes, subject to adjustment.
Conversion before March 15, 2031 is limited. The main test is a calendar quarter after the quarter ending September 30, 2026, in which the stock closes at or above 130% of the conversion price on at least 20 of the prior quarter's final 30 trading days. Other triggers include a trading-price test and a call for redemption. From March 15, 2031, holders can convert at any time, until maturity.
Syndax may not redeem the notes before June 20, 2029. After that date it may redeem them for cash at 100% of principal plus accrued interest, if the stock has traded at or above 130% of the conversion price for 20 trading days in a 30-day period. If a fundamental change occurs, holders can require repurchase at 100% of principal plus accrued interest.
Events of default include a 30-day interest default, defaults on borrowed money above $25,000,000 and unpaid final judgments of $25,000,000 or more. For certain reporting failures, the only remedy for the first 365 days is additional interest.
The notes and any shares issued on conversion have not been registered under the Securities Act of 1933. Syndax relied on the exemption in Section 4(a)(2) of that act. The proceeds are for general corporate purposes, including working capital, research and development, commercialization and business development.
What the company's numbers show
Syndax's annual report for 2025, filed February 26, 2026, reported revenue of $172.4 million, research and development expense of $258.8 million and a net loss of $285.4 million. Cash used in operations was $323.0 million. For 2024 the comparable figures were revenue of $23.7 million, research and development expense of $241.6 million, a net loss of $318.8 million and $274.9 million of cash used in operations.
The report describes Syndax as a commercial-stage biopharmaceutical company advancing innovative cancer therapies. Its marketed products are REVUFORJ (revumenib) and NIKTIMVO (axatilimab-csfr). It also refers to a collaboration with Incyte Corporation to further develop and commercialize axatilimab.
The net proceeds of about $243 million are less than the $323.0 million of cash the company used in operations in 2025. The notes add debt with interest every six months. They add shares only if the stock rises past the conversion price, and then up to 13,631,400 shares could be issued.