Syros Pharmaceuticals, Inc. executed the term sheet to acquire Tyme Technologies, Inc. from a group of shareholders on June 25, 2022. Syros Pharmaceuticals, Inc. (NasdaqGS:SYRS) entered into a definitive merger agreement to acquire Tyme Technologies, Inc. (NasdaqCM:TYME) from a group of shareholders for $67.6 million on July 3, 2022. In the merger, Syros expects to issue approximately 74.3 million shares of its common stock to TYME stockholders to acquire TYME's expected net cash at closing and TYME stockholders are expected to receive approximately 0.4312 shares of Syros common stock for each share of TYME common stock. The actual number of shares to be issued in the merger and the exchange ratio will be subject to adjustment based on the amount of TYME's net cash at closing and the number of TYME shares outstanding at closing. In a related transaction, Syros announced an oversubscribed $130 million private investment in public equity (PIPE) financing at a price per unit of $0.94. The merger agreement contains specified termination rights of each of Syros and Tyme. Upon termination of the merger agreement under specified circumstances, Syros may be required to pay Tyme a termination fee of $2,068,000 and Tyme may be required to pay Syros a termination fee of $2,443,000. The combined company will trade on Nasdaq under the ticker symbol “SYRS” and will be led by Syros' existing management team, including Nancy Simonian, M.D., Chief Executive Officer of Syros. Effective as of the closing of the transactions, the Syros leadership team will continue to be responsible for all executive positions of the combined company. Nancy Simonian, M.D., will be the Chief Executive Officer, David A. Roth, M.D., will serve as Chief Medical Officer, Kristin Stephens will serve as Chief Development Officer, Eric Olson, Ph.D., will serve as Chief Scientific Officer, Jason Haas will serve as Chief Financial Officer and Conley Chee will serve as Chief Commercial Officer. Additionally, effective as of the closing of the transactions, Syros expects to add a board member nominated by TYME and a board member nominated by a PIPE investor.

The transactions is subject to approval by the stockholders of Syros and TYME, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the ”SEC”) to register the shares of Syros common stock to be issued in connection with the merger, Nasdaq's approval of the listing of the shares, Tyme Net Cash shall have been finally determined shall exceed $50 million as of the Closing Date, the Financing shall be completed substantially concurrently with the Merger with gross proceeds to Syros of at least $100 million and the satisfaction of other customary closing conditions. Additionally, Syros stockholders holding approximately 28% of the outstanding shares of Syros common stock signed support agreements obligating them to vote in favor of the transactions. In connection with the execution of the Merger Agreement, Syros and Tyme entered into Support Agreements, dated July 3, 2022 (the “Support Agreements”) with (i) Christine Baker, (ii) James Biehl, (iii) David Carberry, (iv) Richard Cunningham, (v) Donald W. DeGolyer, (vi) Eagle Pharmaceuticals, Inc., (vii) Jonathan Eckard, (viii) Barbara Galaini, (ix) Douglas A. Michels, (x) Frank L. Porfido, (xi) Gerald Sokol and (xii) Timothy C. Tyson, in their capacities as stockholders of Tyme (the “Supporting Stockholders”). The Supporting Stockholders collectively beneficially own 17,819,723 shares of Tyme common stock, or approximately 9.9% of the outstanding common stock of Tyme. Tyme has also entered into certain voting agreements with each of Steve Hoffman and Michael Demurjian, by which each has agreed to vote all shares of Tyme common stock beneficially owned by him in accordance with the recommendation of Tyme's board of directors with respect to any matter presented to Tyme's stockholders. The merger agreement has been approved by the Board of Directors of each company. The shareholders meeting of Syros and Tyme is scheduled on September 15, 2022. As of September 7, 2022, Glass, Lewis & Co. and Institutional Shareholder Services Inc. have recommended that Tyme stockholders vote “FOR” the previously announced merger of Tyme and Syros Pharmaceuticals, Inc. The transaction is expected to close in the second half of 2022. Net proceeds from the merger and the PIPE financing are expected to be used to advance Syros' clinical development pipeline, business development activities, working capital and other general corporate purposes. As on September 15, 2022, Shareholders of Tyme and Syros have approved the transaction. The closing of the merger will now take place on or around September 16, 2022.

Piper Sandler & Co. and Cowen and Company, LLC acted as financial advisors to Syros. Moelis & Company LLC acted as financial advisor and due diligence provider to TYME. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Moelis & Company LLC. Cynthia T. Mazareas, Joseph B. Conahan, Stephanie L. Leopold and Eric P. Hanson of WilmerHale LLP acted as legal advisors to Syros. Elizabeth A. Diffley and Brandon C. Mason of Faegre Drinker Biddle & Reath LLP and Morgan, Lewis & Bockius LLP acted as legal advisors to TYME. Computershare Trust Company, N.A. acted as transfer agent to Syros. Syros has engaged Morrow Sodali to assist in the solicitation of proxies. Syros estimates that it will pay Morrow Sodali a fee of approximately $15,000, plus reimbursement of reasonable expenses. Tyme has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies. Tyme expects that the remuneration to MacKenzie for its services will not exceed $18,500 plus reimbursement for out-of-pocket expenses. Piper Sandler & Co. acted as fairness opinion provider to Syros' board of directors. Moelis & Company LLC acted as fairness opinion provider to Tyme's board of directors. Piper Sandler will receive a fee from Syros for providing its services, contingent upon the consummation of a merger, of $2,250,000. Piper Sandler also received a fee of $750,000 for rendering its opinion. Moelis will receive for its services a fee, contingent upon the closing of a merger, of up to $2,000,000. Moelis also became entitled to an opinion fee of $1,250,000 in connection with the preparation of its opinion.

Syros Pharmaceuticals, Inc. (NasdaqGS:SYRS) completed the acquisition of Tyme Technologies, Inc. (NasdaqCM:TYME) from a group of shareholders on September 16, 2022. Syros effected a 1-for-10 reverse stock split of its common stock. Timothy C. Tyson and Andrew Oh join Syros Board of Directors. Syros leadership team will continue leading the combined company, with Nancy Simonian serving as Chief Executive Officer, David A. Roth serving as Chief Medical Officer, Kristin Stephens serving as Chief Development Officer, Eric Olson serving as Chief Scientific Officer, Jason Haas serving as Chief Financial Officer and Conley Chee serving as Chief Commercial Officer. Amir Nashat and Phillip A. Sharp have retired from the Syros board.