TYME TECHNOLOGIES, INC. Item 8.01. Other Events.
As previously announced, onJuly 3, 2022 , Syros Pharmaceuticals, Inc., aDelaware corporation ("Syros"),Tack Acquisition Corp. , aDelaware corporation and a wholly owned subsidiary of Syros ("Merger Sub"), andTyme Technologies, Inc. , aDelaware corporation ("Tyme"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tyme, with Tyme continuing as a wholly owned subsidiary of Syros and the surviving corporation of the merger (the "Merger"). In connection with the Merger, each of Syros and Tyme filed with theSecurities and Exchange Commission (the "SEC") a definitive proxy statement/prospectus, datedAugust 8, 2022 (the "Proxy Statement/Prospectus"), which each of Syros and Tyme commenced mailing to their respective stockholders on or aboutAugust 10, 2022 . Set forth below are supplemental disclosures relating to the Merger. SUPPLEMENTAL DISCLOSURE Syros and Tyme are hereby supplementing the Proxy Statement/Prospectus with the information set forth below (the "Supplemental Disclosure"). The Supplemental Disclosure contained below should be read in conjunction with the Proxy Statement/Prospectus, which is available on the Internet site maintained by theSEC at http://www.sec.gov. To the extent that information in the Supplemental Disclosure differs from or updates information contained in the Proxy Statement/Prospectus, you should rely on the information in the Supplemental Disclosure, which supersedes or supplements the Proxy Statement/Prospectus. References to sections below are references to the corresponding sections of the Proxy Statement/Prospectus; page references below are references to pages in the Proxy Statement/Prospectus prior to any additions or deletions resulting from the Supplemental Disclosure; and any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus. Neither Syros nor Tyme believes that the Supplemental Disclosure is required or necessary under applicable laws, and nothing in the Supplemental Disclosure should be deemed to be an admission of the legal necessity or materiality of any Supplemental Disclosure.
The Supplemental Disclosure is dated
The Supplemental Disclosures are as follows:
Background of the Merger
The following additional information supplements the information disclosed under the heading "The Merger - Background of the Merger," which begins on page 149:
• None of the confidentiality agreements that Tyme executed with potential
counterparties throughout the process leading up to the Merger Agreement
contains any "don't ask, don't waive" standstill provision. Instead, each
agreement expressly permitted potential counterparties to make a
reasonable, non-public request to Tyme's board of directors for a waiver
of their customary standstill provisions. In addition, by its terms, the
standstill provision in each of the confidentiality agreements ceased to
apply on July 5, 2022 upon Tyme's public disclosure that it had entered
into the Merger Agreement.
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• The Strategic Planning Committee of Tyme's board of directors is a
standing committee that existed prior to the process leading up to the
Merger Agreement. The committee's members are Timothy C. Tyson (Chair),
David Carberry , Donald W. DeGolyer and Douglas A. Michels . The
committee's charter, which is publicly available, tasks it with"[assisting Tyme's board of directors] in fulfilling its responsibilities
to monitor the development and implementation of [Tyme]'s strategies and
strategic plans." The Strategic Planning Committee is made up solely of
independent and disinterested directors, and was actively involved in
accordance with its standing purpose, duties and responsibilities under
its charter, facilitating oversight of Tyme's process. The Strategic
Planning Committee evaluated alternatives and made recommendations to
Tyme's board of directors, which retained authority to approve or reject
the Merger or any other transaction.
• Except as otherwise disclosed in the Proxy Statement/Prospectus, prior to
entry into the Merger Agreement, there was no material agreement,
arrangement or understanding between Tyme or any of its executive
officers or directors, on the one hand, and Syros or any of its executive
officers or directors, on the other hand, regarding post-closing
employment for Tyme's executive officers or directors, nor were there any
material negotiations regarding the same. Tyme's board of directors did
request, via Moelis, that interested parties provide general information
about each interested party's plans for the surviving corporation,
including as it related to Tyme's management and employees. None of
Syros, Party B or Party C offered or signaled any intention to employ any
of Tyme's executive officers or directors after the closing of any
transaction.
Opinion of
Under the heading "The Merger - Opinion of
Unless the context indicates otherwise, for purposes of the financial analyses described below, Piper Sandler calculated (a) the market capitalization for each company based on the market value of the relevant company's fully diluted common equity using closing stock prices onJuly 1, 2022 , (b) the net cash for each company based on cash and cash equivalents (excluding restricted cash), less short and long term investments plus debt (based on principal value of debt) plus capital leases, in each case based on such company's most recently reported quarter end (in the case of Syros, as ofJune 30, 2022 ), (c) the enterprise value for each company based on the market capitalization less net cash, each as calculated per the immediately preceding clauses (a) and (b), (d) the implied per share value for Syros based on (I) 68.487 million fully diluted shares outstanding, calculated using the treasury stock method, of Syros common stock (including options, warrants, pre-funded warrants and restricted stock units); or, based on the 5-day average closing prices of Syros common stock fromJune 27, 2022 throughJuly 1, 2022 of$0.94 in order to calculate the estimated proposed exchange ratio of the merger, and (II) net cash of$44 million as ofJune 30, 2022 , (e) the implied exchange ratio of 0.4312 of Syros common stock for each share of Tyme common stock based on (I) an implied share price for Syros common stock based on the fully diluted share and balance sheet information for Syros described in the immediately preceding clause and (II) the implied share price for Tyme common stock of$0.405 based on the sum of (A)$62.3 million , representing the estimated net cash of Tyme at the closing of the merger plus (B)$7.5 million , representing the premium to cash attributable to Tyme divided by (C) 172.207 million basic shares of Tyme outstanding. -------------------------------------------------------------------------------- Under the heading "The Merger - Opinion ofPiper Sandler & Co. ," the subsection on page 167 with the subheading "Selected Public Companies Analysis" is hereby amended and restated as follows (with new text in bold):
Selected Public Companies Analysis
Piper Sandler reviewed certain public financial information for Syros and compared such data to corresponding public financial information of selected public companies in the biopharmaceutical industry that Piper Sandler considered to be comparable to Syros based on certain criteria, including, among other things, companies (i) with public market capitalizations near or below current cash holdings, (ii) in which their most advanced program is currently undergoing Phase 3 clinical trials, and (iii) in which such Phase 3 clinical trial data is not expected until at or after current cash runway ends.
Piper Sandler selected the following companies:
• Fulcrum Therapeutics, Inc. •Ambrx Biopharma Inc. • MEI Pharma, Inc. • Zynerba Pharmaceuticals, Inc. • X4 Pharmaceuticals, Inc. • Corbus Pharmaceuticals Holdings, Inc. • Aravive, Inc. • GlycoMimetics, Inc. • Galmed Pharmaceuticals Ltd. For this selected biopharmaceutical public companies analysis, Piper Sandler compared, among other things, the market capitalization, net cash, enterprise value and certain historical trading information of Syros to the selected companies based on information publicly available as ofJuly 1, 2022 .
The analysis indicated the following:
Percentage of
Market Net Enterprise 52 Week YTD
Company Cap Cash Value High Return
Fulcrum Therapeutics, Inc. $ 201 $ 195 $ 6 15 % (72 %)
Ambrx Biopharma Inc. $ 123 $ 170 ($ 47 ) 12 % (70 %)
MEI Pharma, Inc. $ 77 $ 169 ($ 92 ) 16 % (78 %)
Zynerba Pharmaceuticals, Inc. $ 53 $ 70 ($ 17 ) 21 % (60 %)
X4 Pharmaceuticals, Inc. $ 34 $ 33 $ 1 15 % (55 %)
Corbus Pharmaceuticals Holdings, Inc. $ 34 $ 66 ($ 33 ) 14 % (56 %)
Aravive, Inc. $ 32 $ 66 ($ 34 ) 16 % (57 %)
-------------------------------------------------------------------------------- GlycoMimetics, Inc. $ 30 $ 77 ($ 47 ) 23 % (61 %) Galmed Pharmaceuticals Ltd. $ 15 $ 29 ($ 14 ) 17 % (67 %) 75th Percentile $ 77 $ 169 ($ 14 ) 17 % (57 %) Median $ 34 $ 70 ($ 33 ) 16 % (61 %) 25th Percentile $ 32 $ 66 ($ 47 ) 15 % (70 %) Syros as of July 1, 2022 $ 62 $ 44 $ 18 16 % (72 %) ($ in millions) Piper Sandler then derived a range of implied exchange ratios of Syros common stock for each share of Tyme common stock utilizing the market capitalizations from the 25th and 75th percentile range of the selected biopharmaceutical public companies and based on the fully diluted share and balance sheet information for Syros and the basic shares outstanding and balance sheet information for Tyme described above. Piper Sandler observed that the implied exchange ratio range resulting from this analysis, as compared to the estimated proposed exchange ratio of 0.4312 in the merger, was 0.3614 to 0.8792. Under the heading "The Merger - Opinion ofPiper Sandler & Co. " the subsection on page 167 with the subheading "Selected Reverse Merger Transactions Analysis" is hereby amended and restated as follows (with new text in bold):
Selected Reverse Merger Transactions Analysis
Piper Sandler reviewed selected M&A transactions in the biotechnology industry
announced since
Based on these criteria, the following 33 transactions were selected:
Date of Date of
Transaction Transaction
Target Acquiror Announcement Closing
Aprea Therapeutics, Atrin Pharmaceuticals Inc.
Inc. 05/16/2022 05/16/2022
Aerpio Aadi Bioscience, Inc.
Pharmaceuticals,
Inc. 05/17/2021 08/26/2021
Millendo Tempest Therapeutics, Inc.
Therapeutics, Inc. 03/29/2021 06/25/2021
Cellect Quoin Pharmaceuticals Inc.
Biotechnology Ltd. 03/24/2021 10/28/2021
Seneca Biopharma, Leading BioSciences, Inc.
Inc. 12/17/2020 04/27/2021
Anchiano Chemomab Ltd.
Therapeutics Ltd. 12/15/2020 03/16/2021
Sunesis Viracta Therapeutics, Inc.
Pharmaceuticals,
Inc. 11/30/2020 02/24/2021
Cleveland BioLabs, Cytocom, Inc.
Inc. 10/19/2020 07/27/2021
Cancer Genetics, StemoniX, Inc.
Inc. 08/24/2020 03/30/2021
Proteostasis Yumanity Therapeutics
Therapeutics, Inc. 08/24/2020 12/22/2020
Spring Bank F-star Therapeutics, Limited
Pharmaceuticals,
Inc. 07/29/2020 11/20/2020
Rexahn Ocuphire Pharma, Inc.
Pharmaceuticals,
Inc. 06/18/2020 11/05/2020
resTORbio, Inc. Adicet Bio, Inc. 04/29/2020 09/15/2020
Tocagen Inc. Forte Biosciences, Inc. 02/19/2020 06/15/2020
Conatus Histogen Inc.
Pharmaceuticals
Inc. 01/28/2020 05/26/2020
Ritter Qualigen, Inc.
Pharmaceuticals,
Inc. 01/21/2020 05/22/2020
Zafgen, Inc. Chondrial Therapeutics, Inc. 12/18/2019 05/28/2020
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Proteon ArTara Therapeutics, Inc.
Therapeutics, Inc. 09/23/2019 01/09/2020
OpGen, Inc. Curetis N.V. 09/04/2019 04/01/2020
Gemphire NeuroBo Pharmaceuticals, Inc.
Therapeutics Inc. 07/24/2019 12/30/2019
Vical Incorporated Brickell Biotech, Inc. 06/03/2019 08/31/2019
Vital Therapies, Immunic AG
Inc. 01/07/2019 04/12/2019
Flex Pharma, Inc. Salarius Pharmaceuticals, LLC 01/04/2019 07/19/2019
Arsanis, Inc. X4 Pharmaceuticals, Inc. 11/27/2018 03/13/2019
Edge Therapeutics, PDS Biotechnology Corporation
Inc. 11/26/2018 03/15/2019
Apricus Seelos Therapeutics, Inc.
Biosciences, Inc. 07/30/2018 01/24/2019
Aviragen Vaxart, Inc.
Therapeutics, Inc. 10/30/2017 02/13/2018
Neothetics, Inc. Evofem Biosciences, Inc. 10/17/2017 01/17/2018
Inotek Rocket Pharmaceuticals, Ltd.
Pharmaceuticals
Corporation 09/12/2017 01/04/2018
Mirna Therapeutics, Synlogic, Inc.
Inc. 05/16/2017 08/28/2017
Nivalis Alpine Immune Sciences, Inc.
Therapeutics, Inc. 04/18/2017 07/24/2017
Mast Therapeutics, Savara Inc.
Inc. 01/07/2017 04/27/2017
OncoGenex Achieve Life Science, Inc.
Pharmaceuticals,
Inc. 01/05/2017 08/01/2017
For this selected biotechnology reverse merger transactions analysis, Piper
Sandler calculated, among other things, (i) the pro forma ownership of the
combined company immediately following the merger (without giving effect to any
private placements), (ii) the aggregate value of the combined company used to
determine the exchange ratio of the merger, (iii) the value of the target's
ownership of the combined company based on the target's pro forma ownership,
(iv) the amount of cash held by the target at the time of the announcement of
the merger, (v) the additional value attributable to the target represented by
the difference between the value of the target's ownership of the combined
company and the amount of cash held by the target at the time of the
announcement of the merger and (vi) the premium/(discount) to cash, calculated
by dividing (A) the additional value attributable to the target by (B) the cash
held by the target at the time of the announcement of the merger.
Ownership of Value of Target's
Entity Ownership
Aggregate Prem./
Value of (Disc.)
Combined Full Cash at Additional to
Target Acquiror Target Acquiror Company Value Acquisition Value Cash
Atrin
Pharmaceuticals
Aprea Therapeutics, Inc. Inc. 59 % 41 % $ 133 $ 78 $ 48 $ 30 64 %
Aadi
Bioscience,
Aerpio Pharmaceuticals, Inc. Inc. 33 % 67 % $ 134 $ 45 $ 37 $ 8 21 %
Tempest
Therapeutics,
Millendo Therapeutics, Inc. Inc. 19 % 82 % $ 194 $ 36 $ 17 $ 19 112 %
Quoin
Pharmaceuticals
Cellect Biotechnology Ltd. Inc. 20 % 80 % $ 75 $ 15 $ 5 $ 10 184 %
Leading
BioSciences,
Seneca Biopharma, Inc. Inc. 26 % 74 % $ 110 $ 29 $ 11 $ 8 173 %
Anchiano Therapeutics Ltd. Chemomab Ltd. 10 % 90 % $ 152 $ 15 $ 5 $ 10 181 %
Viracta
Therapeutics,
Sunesis Pharmaceuticals, Inc. Inc. 14 % 86 % $ 156 $ 22 $ 20 $ 1 7 %
Cleveland BioLabs, Inc. Cytocom, Inc. 39 % 61 % $ 100 $ 39 $ 14 $ 25 172 %
Cancer Genetics, Inc. StemoniX, Inc. 20 % 80 % $ 77 $ 15 $ 2 $ 13 523 %
Yumanity
Proteostasis Therapeutics, Inc. Therapeutics 30 %
70 %
79 %
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F-star
Therapeutics,
Spring Bank Pharmaceuticals, Inc. Limited 46 %
54 %
76 %
Ocuphire Pharma,
Rexahn Pharmaceuticals, Inc. Inc. 14 % 86 % $ 143 $ 20 $ 8 $ 12 153 %
resTORbio, Inc. Adicet Bio, Inc. 25 % 75 % $ 293 $ 73 $ 71 $ 2 3 %
Forte
Biosciences,
Tocagen Inc. Inc. 23 % 77 % $ 69 $ 16 $ 14 $ 2 12 %
Conatus Pharmaceuticals Inc. Histogen Inc. 26 % 74 % $ 135 $ 35 $ 18 $ 17 95 %
Ritter Pharmaceuticals, Inc. Qualigen, Inc. 8 % 93 % $ 16 $ 1 $ 6 ($ 5 ) (80 %)
Chondrial
Therapeutics,
Zafgen, Inc. Inc. 40 % 60 % $ 142 $ 57 $ 64 ($ 7 ) (11 %)
ArTara
Therapeutics,
Proteon Therapeutics, Inc. Inc. 25 % 75 % $ 34 $ 8 $ 9 ($ 1 ) (10 %)
OpGen, Inc. Curetis N.V. 28 % 73 % $ 24 $ 7 $ 11 ($ 5 ) (42 %)
NeuroBo
Pharmaceuticals,
Gemphire Therapeutics Inc. Inc. 4 % 96 % $ 128 $ 5 $ 2 $ 3 181 %
Brickell
Vical Incorporated Biotech, Inc. 44 % 56 % $ 107 $ 47 $ 42 $ 5 12 %
Vital Therapies, Inc. Immunic AG 12 % 88 % $ 99 $ 12 $ 10 $ 2 21 %
Salarius
Pharmaceuticals,
Flex Pharma, Inc. LLC 20 % 80 % $ 45 $ 9 $ 7 $ 2 37 %
X4
Pharmaceuticals,
Arsanis, Inc. Inc. 36 % 64 % $ 176 $ 64 $ 31 $ 33 107 %
PDS
Biotechnology
Edge Therapeutics, Inc. Corporation 30 % 70 % $ 109 $ 33 $ 35 ($ 2 ) (6 %)
Seelos
Therapeutics,
Apricus Biosciences, Inc. Inc. 15 % 85 % $ 76 $ 11 $ 5 $ 6 117 %
Aviragen Therapeutics, Inc. Vaxart, Inc. 49 % 51 % $ 150 $ 74 $ 29 $ 44 150 %
Evofem
Biosciences,
Neothetics, Inc. Inc. 13 % 87 % $ 200 $ 26 $ 6 $ 20 352 %
Rocket
Pharmaceuticals,
Inotek Pharmaceuticals Corporation Ltd. 21 % 79 % $ 253 $ 52 $ 49 $ 3 6 %
Mirna Therapeutics, Inc. Synlogic, Inc. 18 % 82 % $ 225 $ 40 $ 48 ($ 8 ) (17 %)
Alpine Immune
Nivalis Therapeutics, Inc. Sciences, Inc. 26 % 74 % $ 192 $ 50 $ 49 $ 1 1 %
Mast Therapeutics, Inc. Savara Inc. 23 % 77 % $ 152 $ 35 $ 8 $ 27 348 %
Achieve Life
OncoGenex Pharmaceuticals, Inc. Science, Inc. 25 % 75 % $ 107 $ 27 $ 14 $ 13 92 %
($ in millions)
Piper Sandler then derived a range of implied exchange ratios of Syros common
stock for each share of Tyme common stock utilizing the premium/(discount) to
cash from the 25th and 75th percentile range of the selected biotechnology
reverse merger M&A transactions and based on the fully diluted share and balance
sheet information for Syros and the basic shares outstanding and balance sheet
information for Tyme described above. Piper Sandler observed that the implied
exchange ratio range resulting from this analysis, as compared to the estimated
proposed exchange ratio of 0.4312 in the merger, was 0.4076 to 0.9749.
Piper Sandler also compared the implied premium/(discount) to cash from the 25th
and 75th percentile range of the analysis of selected biotechnology reverse
mergers and acquisitions, or M&A, transactions to the implied premium/(discount)
to cash in the merger. Piper Sandler observed that the implied
premium/(discount) range resulting from this analysis, as compared to the 12%
implied premium in the merger, was 6% to 153%.
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This analysis indicated the following:
Implied
Premium (Premium)/Disc. Implied
/(Disc.) To Buyer Exchange
To Cash Currency Ratio
75th Percentile 153 % 61 % 0.9749
Median 76 % 43 % 0.6776
25th Percentile 6 % 6 % 0.4076
Proposed Merger 12 % 11 % 0.4312
Under the heading "The Merger - Opinion of
Discounted Cash Flow Analysis
Piper Sandler performed a discounted cash flow analysis of Syros by calculating an estimated present value of the standalone unlevered, after-tax free cash flows that Syros was forecasted to generate during the fiscal years endingDecember 31, 2022 throughDecember 31, 2037 based on probability-weighted and tax-affected forecasts (inclusive of Syros' net operating loss carryforwards). The after-tax free cash flows for each year were calculated based on estimates provided to Piper Sandler by Syros management (see "Summary of Certain Syros Unaudited Prospective Financial Information") to which Piper Sandler applied probability-of-success factors per the "Clinical Development Success Rates and Contributing Factors 2011-2020 Handbook" published by BIO, PharmaIntelligence, . . .
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