Item 2.02. Results of Operations and Financial Condition.

On December 14, 2022, Syndax Pharmaceuticals, Inc. (the "Company") issued a press release announcing the closing of its previously announced underwritten public offering (the "Offering") of 7,840,909 shares of its common stock at a price to the public of $22.00 per share. This includes the exercise in full by the underwriters of their option to purchase up to 1,022,727 additional shares of common stock. Following the closing of the Offering, Syndax has 68,100,918 shares issued and outstanding as of December 14, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

Reference is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.

The information contained in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
  No.                                   Description


99.1      Press Release, dated December 14, 2022
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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