---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-266027"
form_type: "8-K"
ticker: "SNDX"
cik: "0001395937"
company_name: "Syndax Pharmaceuticals Inc"
filed_at: "2026-06-10T21:04:43+00:00"
generated_at: "2026-06-10T21:06:47.527309+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Syndax issues $250M of 2.25% convertible notes due 2031, net proceeds ~$243M

## Summary
- Issued $250M aggregate principal amount of 2.25% Convertible Senior Notes due 2031 in private placement.
- Net proceeds of approximately $243M after placement agent fees and expenses.
- Proceeds to be used for general corporate purposes including R&D, commercialization, and business development.
- Initial maximum conversion of 13,631,400 shares of common stock (conversion rate 54.5256 shares per $1,000).
- Notes and conversion shares unregistered; issued under Section 4(a)(2) exemption.

## SEC filing metadata
- accession: 0001193125-26-266027
- form_type: 8-K
- ticker: SNDX
- cik: 0001395937
- company_name: Syndax Pharmaceuticals Inc
- filed_at: 2026-06-10T21:04:43+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1395937/000119312526266027/0001193125-26-266027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1395937/000119312526266027/d105044d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-266027
- JSON: https://secwatch.observer/filing/0001193125-26-266027.json
- Plain text: https://secwatch.observer/filing/0001193125-26-266027.txt

## Key facts
- Debt Financings
  Syndax Pharmaceuticals Inc incurred convertible notes of $250.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 2.25% maturing due 2031.
  - Instrument: convertible notes
  - Principal: $250.0 million aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 2.25%
  - Maturity: due 2031
  - Event: incurrence
  source text: issued $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031
  evidence_url: https://www.sec.gov/Archives/edgar/data/1395937/000119312526266027/0001193125-26-266027-index.htm
- Equity Issuances
  Syndax Pharmaceuticals Inc issued $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 of convertible note to certain investors for approximately $243.0 million net proceeds.
  - Security: convertible note
  - Shares: $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031
  - Purchaser: certain investors
  - Consideration: approximately $243.0 million net proceeds
  source text: (and the foregoing description is qualified in its entirety by reference to such documents). Proceeds The Company’s net proceeds from the Private Placement were approximately $243.0 million, after deducting the placement agent’s fees and Private Placement expenses payable by the Company. The Company expects to use the net proceeds from the Private Placement for
  evidence_url: https://www.sec.gov/Archives/edgar/data/1395937/000119312526266027/0001193125-26-266027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.