TYME TECHNOLOGIES, INC. Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On
Upon the terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge with and into Tyme (the "Merger"), with Tyme continuing as
the surviving entity and a wholly owned subsidiary of Syros. At the effective
time of the Merger (the "Effective Time"), each share of common stock of Tyme,
par value
Concurrently with execution of the Merger Agreement, Syros entered into a
definitive agreement with various investors providing for a private placement of
approximately
At the Effective Time, each option to purchase Tyme Common Stock held by an
individual who continues in the service of the
The completion of the Merger is subject to the satisfaction or waiver of certain
closing conditions, including: (i) the effectiveness of a registration statement
on Form S-4 to be filed in connection with the Merger; (ii) the adoption of the
Merger Agreement by holders of a majority of the outstanding shares of Tyme
Common Stock and by holders of a majority of the outstanding shares of Syros
Common Stock; (iii) the authorization for listing of shares of Syros Common
Stock to be issued in the Merger on the Nasdaq Global Select Market; (iv) the
absence of any court order or regulatory injunction prohibiting completion of
the Merger; (v) subject to specified materiality standards, the accuracy of the
representations and warranties of each party; (vi) compliance by each party in
all material respects with its covenants; and (vii) the absence of a material
adverse effect on each party. In addition, Tyme's obligation to complete the
Merger is subject to the completion of the Syros Financing with gross proceeds
of at least
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Tyme has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. Additionally, the Tyme Board and Syros Board are each required to recommend the adoption of the Merger Agreement to its respective stockholders, subject to certain exceptions. Prior to the approval of the transaction-related proposals by their respective stockholders, the Tyme Board or Syros Board may change its recommendation in response to an unsolicited proposal for an alternative transaction, if such board determines in good faith after consultation with its outside legal counsel and financial advisor that the proposal constitutes a "Superior Proposal" (as defined in the Merger Agreement), and that failure to take such action would be inconsistent with their fiduciary duties to the company and its stockholders under applicable law, subject to complying with certain procedures set forth in the Merger Agreement. Prior to the approval of the transaction-related proposals by their respective stockholders, the Tyme Board and Syros Board may also change its recommendation if an "Intervening Event" (as defined in the Merger Agreement) occurs, and such board determines in good faith after consultation with its outside legal counsel and financial advisor that failing to change its recommendation would be inconsistent with its fiduciary duties, subject to complying with certain procedures set forth in the Merger Agreement.
The Merger Agreement includes certain representations, warranties and covenants
of Tyme, on one hand, and Syros and Merger Sub, on the other, including certain
restrictions with respect to Tyme's and Syros' respective businesses between the
date of the Merger Agreement and the consummation of the Merger. Tyme may, with
Syros' consent, which shall not be unreasonably withheld or delayed, sell,
license or otherwise dispose of certain of its non-cash assets between the date
of the Merger Agreement and the consummation of the Merger, and any net cash
proceeds received by Tyme prior to Closing may be distributed to Tyme
stockholders or, subject to a
The Merger Agreement contains certain termination rights for both Tyme and
Syros, including (i) if the consummation of the Merger has not occurred on or
before
Either party would be required to pay a termination fee equal to
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1, and the terms of the . . .
Item 8.01 Other Events.
On
* * *
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act concerning Syros, Tyme, the
proposed transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current beliefs of the
management of Syros and Tyme, as well as assumptions made by, and information
currently available to, management of Syros and Tyme. Forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "may," "will,"
"should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions. Statements that
are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: the
risk that the conditions to the closing of the proposed transactions are not
satisfied, including the failure to obtain stockholder approval for the
transactions or to complete the Syros Financing in a timely manner or at all;
uncertainties as to the timing of the consummation of the transactions and the
ability of each of Syros and Tyme to consummate the transaction, including the
Syros Financing; risks related to Tyme's continued listing on the
No Offer or Solicitation.
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1934, as amended (the "Securities Act").
Important Additional Information Regarding the Transaction Will Be Filed With
the
Syros plans to file with the
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus and other
documents filed with the
In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Syros on its website at https://ir.syros.com/all-sec-filings or by contacting hannahd@sternir.com or from Tyme on its website at https://tymeinc.com/investors/investor-overview/default.aspx or by contacting investorrelations@tymeinc.com.
Participants in the Solicitation
Syros and Tyme, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding Syros'
directors and executive officers is contained in Syros' proxy statement dated
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJuly 3, 2022 , by and amongTyme Technologies, Inc. , Syros Pharmaceuticals, Inc. andTack Acquisition Corp. 10.1 Form of Tyme Support Agreement 10.2 Form of Syros Support Agreement 99.1 Joint press release of Syros Pharmaceuticals, Inc. andTyme Technologies, Inc. issued onJuly 5, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
of any of the omitted exhibits and schedules upon request by the
however, that the Company may request confidential treatment pursuant to Rule
24b-2 of the Exchange Act for any exhibits or schedules so furnished. A list
identifying the contents of all omitted exhibits and schedules can be found on
page iii of Exhibit 2.1.
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