SNDX Syndax Pharmaceuticals Inc
Price Chart
Executive Summary
Syndax Pharmaceuticals entered into subscription agreements to issue $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031 in a private placement, expected to close on June 10, 2026. Net proceeds of approximately $243 million will be used for general corporate purposes including R&D, commercialization, and business development. The notes carry a 35% conversion premium over the June 3 closing price and are senior unsecured obligations maturing in 2031.
Key Financial Metrics
Actionable Insight
The convertible note offering provides $243M in net cash to fund operations and pipeline development, reducing near-term financing risk. However, potential dilution of up to ~13.6M shares (roughly 8-10% of current shares outstanding based on $1.6B market cap) creates overhang. Monitor the stock price relative to the $24.76 conversion price — if SNDX trades above that level, conversion risk increases. The 2.25% coupon is low-cost debt for a biotech, but the 35% premium suggests management sees upside. Watch for the closing on June 10 and any subsequent use-of-proceeds announcements.
Key Facts
- $250.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2031
- Net proceeds estimated at approximately $243 million
- Initial conversion price of approximately $24.76 per share, a 35% premium over the last reported sale price on June 3, 2026
- Notes mature June 15, 2031, interest payable semi-annually at 2.25%
- Company may not redeem notes prior to June 20, 2029
- Maximum of 13,631,400 shares of common stock issuable upon conversion based on initial maximum conversion rate
- Sale expected to close June 10, 2026, subject to customary closing conditions
- J. Wood Capital Advisors LLC acting as sole placement agent
Financial Impact
$250M principal raised, ~$243M net proceeds after fees and expenses
Risk Factors
- Potential dilution of up to 13.6M shares upon conversion, representing meaningful overhang
- Interest expense of ~$5.6M annually adds fixed cost to a commercial-stage biotech still scaling revenue
- If stock price declines, notes could still be converted under alternative conditions (trading price <98% of parity), accelerating dilution
- Proceeds used for general corporate purposes provides limited visibility on capital allocation
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-256458 |
| Document: d65010d8k.htm | 0001193125-26-256458 |
| Document: d65010dex991.htm | 0001193125-26-256458 |
| Document: 0001193125-26-256458-index-headers.html | 0001193125-26-256458 |
| Document: 0001193125-26-256458-index.html | 0001193125-26-256458 |
| Document: 0001193125-26-256458.txt | 0001193125-26-256458 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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Jun 11, 2026
1d ago
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Press Release
| $17.56 awaiting T+1 | awaiting T+1 | — | $18.25 (+3.93%) |
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Jun 10, 2026
2d ago
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8-K
| $17.56 awaiting T+1 | awaiting T+1 | — | $18.25 (+3.93%) |
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Jun 4, 2026
8d ago
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Press Release
| $18.02 awaiting T+1 | awaiting T+1 | — | $18.25 (+1.28%) |
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Jun 4, 2026
8d ago
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DEFA14A
| $18.02 $17.34 | ▼ −3.77% | ▼ −1.18% | $18.25 (+1.28%) |
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Jun 4, 2026
8d ago
|
8-K
| $18.02 $17.34 | ▼ −3.77% | ▼ −1.18% | $18.25 (+1.28%) |
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Apr 30, 2026
6w ago
|
DEFA14A
| $19.11 $19.96 | ▲ +4.45% | ▲ +4.79% | $18.25 (−4.50%) |
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Apr 24, 2026
7w ago
|
Press Release
| $21.39 $21.00 | ▼ −1.82% | ▼ −1.99% | $18.25 (−14.68%) |
US Market Status
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