aibioSyndax agrees to sell $250.0 million of 2.25% convertible notes due 2031
Tickers SNDX
Syndax estimates net proceeds of about $243 million from the notes after the placement agent's fees and expenses. The 2.25% notes mature on June 15, 2031, and the conversion price is about $24.76 per share.
Key facts
- Company
- Syndax Pharmaceuticals, Inc. (NASDAQ: SNDX)
- News type
- Debt Financing
- Primary source
- Syndax Pharmaceuticals, Inc. 8-K (2026-06-04)
Syndax Pharmaceuticals, Inc. agreed on June 4, 2026 to sell $250.0 million of 2.25% Convertible Senior Notes due 2031 in a privately negotiated placement, according to a press release issued that day. The Nasdaq Global Select Market company trades as SNDX. The release says the sale is expected to close on June 10, 2026. Neither the notes nor any common stock issued on conversion has been registered under the Securities Act of 1933.
The terms of the notes
The notes are senior unsecured obligations of Syndax. They pay interest at 2.25% a year, in semiannual payments on June 15 and December 15, starting on December 15, 2026. They mature on June 15, 2031, unless they are converted, redeemed or repurchased earlier.
Before March 15, 2031, holders may convert only when certain circumstances occur, and the release does not list them. From March 15, 2031 until the second scheduled trading day before maturity, holders may convert at any time. When a note is converted, Syndax chooses whether to pay in cash, in common stock or in a mix of both.
Syndax may not redeem the notes before June 20, 2029. From that date it may redeem them for cash, subject to certain limitations, at 100% of principal plus accrued and unpaid interest, but only if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days in any 30 consecutive trading day period before the notice. If the company undergoes a fundamental change, holders may require it to buy back their notes for cash at 100% of principal plus accrued interest, subject to conditions and limited exceptions.
Conversion price and dilution
The initial conversion rate is 40.3894 shares of common stock per $1,000 principal amount, equal to a conversion price of about $24.76 per share. The release says that price is a premium of about 35% over the last reported sale price on June 3, 2026. The rate can change in some events, and Syndax will in certain circumstances increase it for a holder who converts after a corporate event or a notice of redemption.
The release gives the rate but not the total number of shares the notes could convert into. Conversion in stock would add to the shares outstanding and dilute existing shareholders, and Syndax may choose cash instead.
The placement agent and the advisers
J. Wood Capital Advisors LLC is the sole placement agent for the private placement, according to the release. The release names no other bank, lender, trustee or legal adviser for the notes. The company says the placement agent's fees and estimated expenses are deducted from the gross proceeds, which leaves net proceeds of about $243 million.
Use of proceeds and recent results
Syndax expects to use the net proceeds for general corporate purposes, including working capital, research and development, commercialization activity and business development.
The company's annual report, filed February 26, 2026, shows a 2025 net loss of $285.4 million, against $318.8 million in 2024. Cash used in operations was $323.0 million in 2025, more than the net loss, and up from $274.9 million in 2024. Research and development expense was $258.8 million in 2025, up from $241.6 million in 2024.
Revenue rose to $172.4 million in 2025 from $23.7 million in 2024. The release describes two FDA-approved products, Revuforj (revumenib), a menin inhibitor, and Niktimvo (axatilimab-csfr), a monoclonal antibody that blocks the colony stimulating factor 1 receptor.
The release does not give the company's cash balance at the time of the offering.
What the release leaves open
The release does not say how the company would fund a cash redemption or repurchase of the notes, or how much cash that could require. It does not say how many shares could be issued on conversion. The company's forward-looking statements list its licenses with UCB and Vitae, a subsidiary of AbbVie, and its collaboration with Incyte among the factors that could affect its results, along with its ability to obtain and maintain regulatory approval for its candidates.