UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 6~~February 28, 2025

Syros Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37813

45-3772460

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

35 CambridgePark Drive

Cambridge, Massachusetts

02140

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 744-1340

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

SYRS

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~January~~February 628, 2025, the Board of Directors (the “Board”) of Syros Pharmaceuticals, Inc. (the “~~Syros~~Company”) ~~received~~approved ~~deficiency~~the ~~letters~~voluntary delisting of the Company’s common stock, par value $0.001 per share (the “~~Notices~~Common Stock”). ~~from~~The ~~the~~Company ~~Listing~~has ~~Qualifications~~notified ~~Department~~The ~~of the~~ Nasdaq Stock Market, LLC (“Nasdaq”) ~~notifying~~of ~~Syros~~its intent to file a Form 25 with the Securities and Exchange Commission (the “SEC”) relating to the delisting of the Common Stock on or about March 10, 2025, and anticipates that: the delisting of the Common Stock will become effective 10 days after the filing.

•As ~~for~~previously ~~the~~reported, ~~last~~on 35January 6, ~~consecutive business days~~2025, the ~~bid~~Company ~~price~~received ~~for~~deficiency ~~Syros’~~letters ~~common~~from ~~stock~~the ~~has~~Listing ~~closed~~Qualifications ~~below~~Department ~~$1.00~~of ~~per~~Nasdaq ~~share,~~providing ~~which~~notice isthat the ~~minimum~~Company ~~bid~~was ~~price~~out ~~required~~of tocompliance ~~maintain~~with ~~continued~~the following listing onstandards of the Nasdaq Global Select Market: ~~under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”);~~

• ~~for~~ the ~~last~~bid 30price ~~consecutive~~for ~~business days,~~ the ~~Minimum~~Common ~~Value~~Stock ofclosed ~~Listed Securities, as defined by Nasdaq (“MVLS”), of Syros’ common stock has been~~ below ~~the minimum~~ $501.00 ~~million~~per ~~requirement~~share for ~~continued~~more ~~listing~~than on35 ~~The~~consecutive ~~Nasdaq~~business ~~Global Select Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “Minimum Market Value of Listed Securities Requirement”)~~days; ~~and~~

• ~~for~~ the ~~last~~Minimum ~~35 consecutive business days, the minimum Market~~ Value of ~~Publicly~~Listed ~~Held Shares~~Securities, as defined by Nasdaq ~~(“MVPHS”)~~, of ~~Syros’~~the ~~common~~Common ~~stock~~Stock ~~has~~was ~~been~~ below the minimum $1550 million requirement for ~~continued~~more ~~listing~~than on30 ~~the~~consecutive ~~Nasdaq~~business ~~Global~~days; ~~Select Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “Minimum Market Value of Publicly Held Shares Requirement”~~ and~~, together with the Minimum Bid Requirement and Minimum Market Value of Listed Securities Requirement, the “Listing Requirements”).~~

~~These~~• ~~Notices have no immediate effect on~~ the ~~listing~~Market Value of ~~Syros’~~Publicly ~~common~~Held ~~stock.~~Shares, Inas ~~accordance~~defined ~~with~~by Nasdaq ~~Listing Rules 5810(c)(3)(A)~~, ~~5810(c)(3)(C),~~of ~~and~~the ~~5810(c)(3)(D),~~Common ~~Syros~~Stock ~~has~~was ~~180~~below ~~calendar days, or until July 7, 2025, to regain compliance with~~ the ~~Minimum~~minimum ~~Bid~~$15 ~~Requirement,~~million ~~Minimum~~requirement ~~Market~~for ~~Value~~more ofthan ~~Listed~~35 ~~Securities~~consecutive ~~Requirement,~~business ~~and Minimum Market Value of Publicly Held Shares Requirement, respectively~~days.

ToThe ~~regain~~Board ~~compliance~~made ~~with~~ the ~~Minimum~~decision ~~Bid~~to ~~Requirement,~~pursue ~~the~~delisting ~~closing~~and ~~bid~~deregistration ~~price~~ of ~~Syros’~~the ~~common~~Common ~~stock~~Stock ~~must~~following beits atreview ~~least~~and ~~$1.00~~careful ~~per~~consideration ~~share~~of ~~for~~several afactors. ~~minimum~~First, ofand ~~ten~~as ~~consecutive~~previously ~~business~~disclosed, ~~days~~the ~~during~~Company’s ~~this 180~~SELECT-~~day~~MDS-1 ~~compliance~~Phase ~~period.~~3 Totrial ~~regain~~evaluating ~~compliance~~tamibarotene in combination with ~~the~~azacitidine ~~Minimum~~failed ~~Market~~to ~~Value~~meet its primary endpoint of ~~Listed~~complete ~~Securities~~response ~~Requirement~~rate, which failure resulted in an event of default under the Company’s ~~MVLS~~loan ~~must~~and ~~close~~security atagreement ~~$50 million~~with orOxford ~~more~~Finance, ~~for~~LLC a(“Oxford”). ~~minimum~~The ofCompany ~~ten~~has ~~consecutive~~agreed to operate its business ~~days~~as ~~during~~a ~~this~~wind-down ~~compliance~~and ~~period~~limit its expenditures in accordance with a budget approved by Oxford. ToThe ~~regain~~Board also considered the Company’s current and likely future non-compliance with the ~~Minimum~~continued ~~Market~~listing ~~Value~~requirements of ~~Publicly~~Nasdaq ~~Held~~that ~~Shares~~would ~~Requirement,~~inevitably ~~Syros’~~result ~~MVPHS~~in ~~must~~delisting beof ~~$15 million~~the orCommon ~~more~~Stock ~~for~~by aNasdaq, ~~minimum~~as ofwell ~~ten~~as ~~consecutive~~the ~~business~~required ~~days~~personnel ~~during~~resources, ~~this~~high ~~compliance~~costs ~~period.~~and ~~Syros~~regulatory ~~intends~~burdens relating to ~~actively~~ongoing ~~monitor~~Nasdaq ~~each~~reporting ofrequirements ~~the~~that ~~Listing~~have ~~Requirements~~resulted and ~~evaluate~~would ~~available~~continue ~~options~~ to ~~regain~~result ~~compliance~~in ~~with~~significant ~~all~~operating expense. In light of ~~them.~~these ~~There~~factors, ~~can~~the beBoard nodetermined ~~assurance~~that it is in the Company’s best interests that ~~Syros~~the ~~will~~Company betake ~~able~~steps designed to ~~regain~~preserve ~~compliance~~sufficient ~~with~~cash ~~any~~to ~~Listing~~fund ~~Requirement~~an orderly wind down of the Company’s operations and to maximize the Company’s cash position for the benefit of its stakeholders.

IfUpon ~~Syros~~the ~~does~~effectiveness ~~not regain compliance with any~~ of the ~~Listing~~Form ~~Requirements~~25, ~~during~~ the ~~180-day~~Company ~~compliance~~also ~~period,~~intends ~~Nasdaq~~to ~~will~~file ~~provide~~a ~~written~~Form ~~notification~~15 towith ~~Syros~~the ~~that~~SEC ~~its~~on ~~common~~or ~~stock~~about ~~will~~March 20, be2025 ~~subject~~ to ~~delisting;~~suspend ~~provided,~~the ~~however,~~Company’s ~~that~~reporting ~~Syros~~obligations ~~may~~under beSections ~~eligible~~13 ~~for~~and an15(d) ~~additional~~of ~~180~~the ~~calendar~~Securities ~~day~~Exchange ~~period~~Act toof ~~regain~~1934, ~~compliance~~as ~~solely~~amended ~~with~~(the ~~respect~~“Exchange toAct”). ~~the~~As ~~Minimum~~a ~~Bid~~result ~~Requirement.~~of Tothe ~~qualify~~filing ~~for~~of ~~this~~the ~~additional~~Form ~~period~~15, ~~Syros~~the ~~would~~Company ~~need~~will tobe ~~transfer~~relieved ~~the listing~~ of its ~~common~~obligation ~~stock~~ to ~~the~~file ~~Nasdaq~~certain ~~Capital~~reports ~~Market,~~under ~~provided~~Section 15(d) ~~that~~of ~~it meets~~ the ~~continued~~Exchange ~~listing~~Act. ~~requirement~~The ~~for~~Company ~~the~~will ~~market~~be ~~value~~relieved of ~~publicly held shares and~~ all ~~other~~reporting ~~initial~~obligations ~~listing~~under ~~standards of~~ the ~~Nasdaq~~Exchange ~~Capital~~Act ~~Market,~~upon ~~with~~ the ~~exception~~effectiveness of the ~~bid price requirement~~deregistration. ToThe ~~effect~~Company ~~such~~expects athat ~~transfer,~~the ~~Syros~~deregistration ~~would also need to pay an application fee to Nasdaq and provide written notice to Nasdaq~~ of ~~its intention to cure~~ the ~~deficiency~~Common ~~during~~Stock ~~the second compliance period. However, if it appears to Nasdaq that Syros~~ will ~~not~~become beeffective ~~able~~90 todays ~~cure~~after the ~~deficiency,~~filing orof ifthe ~~Syros~~Form ~~does~~15 ~~not~~with ~~meet~~ the ~~other listing standards, Nasdaq could provide notice that Syros’ common stock will become subject to delisting~~SEC.

~~Upon~~Item ~~the receipt of any such written notification that its common stock will be subject to delisting, Syros may appeal the delisting determination to a Nasdaq Listing Qualifications Panel~~5.02 ~~There~~Departure ~~can be no assurance that, if Syros decides to appeal the delisting determination, such appeal would be successful. Alternatively, if Syros does not regain compliance with the Minimum Market Value~~ of ~~Listed~~Directors ~~Securities Requirement~~ or ~~the~~Certain ~~Minimum~~Officers; ~~Market~~Election ~~Value~~ of ~~Publicly~~Directors; ~~Held~~Appointment ~~Shares~~of ~~Requirement~~Certain ~~within~~Officers; ~~the~~Compensatory ~~applicable~~Arrangements ~~compliance periods, Syros may apply to transfer the listing~~ of ~~its~~Certain ~~common stock to the Nasdaq Capital Market, which requires Syros to meet the continued listing requirements for the Nasdaq Capital Market and pay an application fee to Nasdaq~~Officers. ~~There can also be no assurance that Syros would be able to satisfy the listing requirements for the Nasdaq Capital Market.~~

~~Cautionary~~(b) ~~Note Regarding Forward-Looking Statements~~

~~This~~On ~~Current Report~~February ~~on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995~~28, ~~including without limitation statements regarding Syros’ intention to monitor compliance with the Listing Standards and to evaluate available options~~2025, ~~including~~each ~~transferring to the Nasdaq Capital Market, in the event~~ of ~~continued~~Peter ~~non-compliance. These statements may discuss goals~~Wirth, ~~intentions~~Marsha and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of Syros’ management, as well as assumptions made by, and information currently available to, Syros’ managementH. ~~Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions~~Fanucci, and ~~include~~Nancy ~~words such as “may~~Simonian,” ~~“will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions~~M. ~~Statements that are not historical facts are forward-looking statements~~D. 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,~~notified ~~without limitation,~~ the ~~risk~~Board ~~factors~~of ~~included~~such ~~in Syros~~director’s ~~Annual~~resignation ~~Report on Form 10-K for the year~~from ~~ended December 31, 2023 and its Quarterly Reports on Form 10-Q for~~ the ~~quarters~~ ~~ended~~Board ~~March 31, 2024, June 30, 2024,~~ and ~~September 30,~~all ~~2024.~~committees ~~Except as required by applicable law, Syros undertakes no obligation to revise~~ or ~~update~~subcommittees ~~any forward-looking statement~~thereof, oreffective toimmediately. ~~make~~These ~~any~~resignations ~~other~~were ~~forward-looking~~not ~~statements,~~the ~~whether as a~~ result of ~~new~~any ~~information,~~disagreement ~~future~~with ~~events~~the ~~or otherwise~~Company.

Effective March 1, 2025, Gerald Quirk will cease to serve as Chief Executive Officer and President of the Company. Mr. Quirk will continue to serve on the Board as a director, as discussed in greater detail in (d) below, and will serve as a consultant to the Company.

(d)

On February 28, 2025, Gerald Quirk was appointed to the Board. Mr. Quirk has previously received compensation for his services as an officer of the Company, including during the fiscal years ended December 31, 2023 and 2024. During fiscal 2023, Mr. Quirk’s compensation was based on an annual salary of $480,000, which was pro-rated at (i) 50% from January 2023 to September 2023 and (ii) 80% from September 2023 to December 2023, in each case to reflect Mr. Quirk’s provision of service on a part-time basis. In December 2023, Mr. Quirk began serving on a full-time basis and accordingly was compensated at the full annual salary of $480,000 from December 2023 through February 2024. In February 2024, Mr. Quirk’s annual salary was increased to $488,373. In November 2024, in connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Quirk’s salary was increased to $636,000, which salary remained in effect through his departure in February 2025.

Item 8.01

Other Events.

On February 28, 2025, the Company appointed Matthew Foster as its Chief Restructuring Officer, effective as of March 1, 2025.

Also on February 28, 2025, the Company issued a press release announcing its decision to voluntarily delist the Common Stock from Nasdaq and its intent to deregister the Common Stock under the Exchange Act. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the expected timing of the delisting from Nasdaq and deregistration of the Company’s common stock, the Company’s ability to preserve cash in order to adequately fund an orderly wind down of the Company’s operations, and the Company’s actions to maximize the Company’s cash position for the benefit of its stakeholders. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including those risks described under the caption “Risk Factors” in Syros’ Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, each of which is on file with the SEC, and risks described in other filings that the Company may make with the SEC in the future. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason, except as otherwise required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYROS PHARMACEUTICALS, INC.

Date: January 8, 2025

/s/ Gerald Quirk

Date: February 28, 2025

/s/ Gerald Quirk

Gerald Quirk

President & Chief Executive Officer

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