Securities Registration: Employee Benefit Plan (s-8)
02 Marzo 2023 - 2:23PM
Edgar (US Regulatory)
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)
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Delaware |
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45-3772460 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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35 CambridgePark Drive, 4th Floor
Cambridge, Massachusetts |
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02140 |
(Address of Principal Executive Offices) |
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(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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☐ |
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.
The following exhibits are incorporated herein by reference:
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Number |
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Description |
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4.1 |
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Restated Certificate of Incorporation of the Registrant, including the Certificate of Designation of Preferences, Rights and Limitations of Series
A Convertible Preferred Stock of the Registrant, as amended (previously filed with the Securities and Exchange Commission on November 14, 2022 as Exhibit 3.1 to the Registrants Quarterly Report on
Form 10-Q (File No. 001-37813) and incorporated herein by reference). |
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4.2 |
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Second Amended and Restated Bylaws of the Registrant (previously filed with the Securities and Exchange Commission on August
5, 2021 as Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q (File No. 001-37813) and incorporated herein by reference). |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant. |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Ernst & Young LLP, independent registered public accounting firm. |
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24.1 |
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Power of attorney (included on the signature pages of this registration statement). |
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99.1 |
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2016 Employee Stock Purchase Plan (previously filed with the Securities and Exchange Commission on June 3, 2016 as Exhibit
10.8 to the Registrants Registration Statement on Form S-1 (File No. 333-211818) and incorporated herein by reference). |
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99.2 |
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2022 Inducement Stock Incentive Plan, as amended (previously filed with the Securities and Exchange Commission on March
2, 2023 as Exhibit 10.10 to the Registrants Annual Report on Form 10-K (File No. 001-37813) and incorporated herein by reference). |
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107 |
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Calculation of Filing Fee Tables |
SIGNATURES
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.
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SYROS PHARMACEUTICALS, INC. |
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By: |
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/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.
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Signature |
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Title |
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Date |
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/s/ Nancy Simonian, M.D.
Nancy Simonian, M.D. |
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President, Chief Executive Officer and Director (principal executive officer) |
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March 2, 2023 |
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/s/ Jason Haas
Jason Haas |
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Chief Financial Officer (principal financial officer and principal accounting officer) |
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March 2, 2023 |
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/s/ Peter Wirth
Peter Wirth |
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Chair of the Board of Directors |
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March 2, 2023 |
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/s/ Srinivas Akkaraju, M.D., Ph.D.
Srinivas Akkaraju, M.D., Ph.D. |
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Director |
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March 2, 2023 |
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/s/ Mark J. Alles
Mark J. Alles |
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Director |
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March 2, 2023 |
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/s/ Deborah Dunsire, M.D.
Deborah Dunsire, M.D. |
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Director |
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March 2, 2023 |
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/s/ S. Gail Eckhardt, M.D.
S. Gail Eckhardt, M.D. |
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Director |
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March 2, 2023 |
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/s/ Marsha H. Fanucci
Marsha H. Fanucci |
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Director |
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March 2, 2023 |
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/s/ Andrew M. Oh
Andrew M. Oh |
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Director |
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March 2, 2023 |
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/s/ Timothy T. Tyson
Timothy T. Tyson |
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Director |
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March 2, 2023 |
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/s/ Richard. A. Young, Ph.D.
Richard A. Young, Ph.D. |
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Director |
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March 2, 2023 |
Grafico Azioni (USOTC:SYRSW)
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Grafico Azioni (USOTC:SYRSW)
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