As filed with the Securities and Exchange Commission on March 20, 2017

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.)

 

 

 

620 Memorial Drive, Suite 300

Cambridge, Massachusetts

 

02139

(Address of Principal Executive Offices)

 

(Zip Code)

 

2016 Stock Incentive Plan

2016 Employee Stock Purchase Plan

(Full Title of the Plan)

 

Nancy Simonian, M.D.

President and Chief Executive Officer

Syros Pharmaceuticals, Inc.

620 Memorial Drive, Suite 300

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

 

 

Large accelerated filer◻

 

 

Accelerated filer◻

 

Non-accelerated filer☒

 

 

Smaller reporting company    ◻

(Do not check if a smaller reporting company)

 

 

 

CALCULATION OF REGISTRATION FEE

2.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of

Securities to be

Registered

 

Amount to be

Registered(1)

 

Proposed

Maximum

Offering Price Per

Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, $0.001 par value per share

 

 1,169,287(2)

 

$

12.48(3)

 

$

14,592,701(3)

 

$

1,691.30

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Consists of (i) 935,430 additional shares issuable under the 2016 Equity Incentive Plan; and (ii) 233,857 additional shares issuable under the 2016 Employee Stock Purchase Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on March 13, 2017.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8, relating to the 2016 Stock Incentive Plan (the “2016 Plan”) of Syros Pharmaceuticals, Inc. (the “Registrant”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) of the Registrant, 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 Registration Statement on Form S-8, File No. 333-212363, filed with the Securities and Exchange Commission on June 30, 2016 by the Registrant, relating to the 2016 Plan and the ESPP, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated by reference.

 

 

 

 

 

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 20 th day of March, 2017.

 

 

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., Kyle D. Kuvalanka and Gerald E. Quirk, 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.

 

President and Chief Executive Officer

 

March 20, 2017

Nancy Simonian, M.D.

 

(principal executive officer)

 

 

 

 

 

 

 

/s/ Kyle Kuvalanka

 

Chief Operating Officer

 

March 20, 2017

Kyle Kuvalanka

 

(principal financial officer and principal accounting officer)

 

 

 

 

 

 

 

/s/ Peter Wirth

 

Chair of the Board of Directors

 

March 20, 2017

Peter Wirth

 

 

 

 

 

 

 

 

 

/s/ Stéphane Bancel

 

Director

 

March 20, 2017

Stéphane Bancel

 

 

 

 

 

 

 

 

 

/s/ Marsha H. Fanucci

 

Director

 

March 20, 2017

Marsha H. Fanucci

 

 

 

 

 

 

 

 

 

/s/ Amir Nashat, Ph.D.

 

Director

 

March 20, 2017

Amir Nashat, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Robert Nelsen

 

Director

 

March 20, 2017

Robert Nelsen

 

 

 

 

 

 

 

 

 

/s/ Sanj K. Patel

 

Director

 

March 20, 2017

Sanj K. Patel

 

 

 

 

 

 

 

 

 

/s/ Vicki L. Sato, Ph.D.

 

Director

 

March 20, 2017

Vicki L. Sato, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Phillip A. Sharp, Ph.D.

 

Director

 

March 20, 2017

Phillip A. Sharp, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Richard A. Young, Ph.D.

 

Director

 

March 20, 2017

Richard A. Young, Ph.D.

 

 

 

 

 

 

INDEX TO EXHIBITS

 

 

 

 

Number

 

Description

 

 

 

4.1

 

Restated Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission on July 6, 2016 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37813) and incorporated herein by reference).

4.2

 

Amended and Restated Bylaws of the Registrant (previously filed with the Securities and Exchange Commission on July 6, 2016 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37813) and incorporated herein by reference).

 

 

 

5.1

 

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant.

 

 

 

23.1

 

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).

 

 

 

23.2

 

Consent of Ernst & Young LLP, independent registered public accounting firm.

 

 

 

24.1

 

Power of attorney (included on the signature pages of this registration statement).

 

 

 

99.1

 

2016 Stock Incentive Plan (previously filed with the Securities and Exchange Commission on June 3, 2016 as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-211818) and incorporated herein by reference).

99.2

 

2016 Employee Stock Purchase Plan (previously filed with the Securities and Exchange Commission on June 3, 2016 as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-211818) and incorporated herein by reference).

 

 

 

 

 

 

Exhibit 5.1

//HDBOSDATA/HOMEBOS/TIMOB/MYSTUFF/DEVELOPMENT/WILMERSOFTWISE/BERLIN/WILMERHALE_600_GS.TIF

 

 

 

+1 617 526 6000 (t)

+1 617 526 5000 (f)

wilmerhale.com

March 20, 2017

Syros Pharmaceuticals, Inc.

620 Memorial Drive, Suite 300
Cambridge, MA 02139

 

Re:

2016 Stock Incentive Plan

2016 Employee Stock Purchase Plan

 

Ladies and Gentlemen:

 

We have assisted in the preparation of a Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to an aggregate of 1,169,040 shares of common stock, $0.001 par value per share (the “ Shares ”), of Syros Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), issuable under the Company’s 2016 Stock Incentive Plan and the Company’s 2016 Employee Stock Purchase Plan (collectively, the “ Plans ”).

 

We have examined the Certificate of Incorporation and By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

 

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

 

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

  

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

 

PICTURE 3

 

 

//HDBOSDATA/HOMEBOS/TIMOB/MYSTUFF/DEVELOPMENT/WILMERSOFTWISE/BERLIN/WILMERHALE_600_GS.TIF Syros Pharmaceuticals, Inc.

Page 2

 

 

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

 

WILMER CUTLER PICKERING
HALE AND DORR LLP

 

 

By:

   /s/ Steven D. Singer

 

 

Steven D. Singer, a Partner

 

 

Exhibit 23.2  

   

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Stock Incentive Plan and 2016 Employee Stock Purchase Plan of Syros Pharmaceuticals, Inc. of our report dated March 20, 2017, with respect to the consolidated financial statements of Syros Pharmaceuticals, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 20, 2017