{"filing":{"accession_number":"0001193125-26-266027","cik":"0001395937","ticker":"SNDX","company_name":"Syndax Pharmaceuticals Inc","form":"8-K","filing_date":"2026-06-10","report_date":null,"primary_document":"d105044d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1395937/000119312526266027/d105044d8k.htm"},"events":[{"id":5682,"run_id":4977,"accession_number":"0001193125-26-266027","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Syndax issued $250 million of convertible senior notes in a private placement on June 10, 2026, with net proceeds of approximately $243 million, creating potential equity dilution of up to 13,631,400 shares upon conversion. The offering was conducted under Section 4(a)(2) of the Securities Act as an unregistered private placement to certain investors.","company_name":"Syndax Pharmaceuticals Inc","ticker":"SNDX","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5972,"accession_number":"0001193125-26-266027","item_number":"1.01","item_title":"Entry into a Material Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Syndax issued $250 million of convertible senior notes in a private placement on June 10, 2026, with net proceeds of approximately $243 million. Convertible notes are dilutive securities that create potential equity dilution upon conversion. This is a material capital-raising event that would affect investor assessment of the company's capital structure and ownership dilution, particularly for a biopharmaceutical company raising cash for R\u0026D and commercialization activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5973,"accession_number":"0001193125-26-266027","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the section merely incorporates Item 1.01 by reference without providing substantive detail. Item 1.01 typically covers material acquisitions or dispositions. Without access to the referenced Item 1.01 content, the specific event type cannot be reliably determined; however, the filing of Item 2.03 itself signals a material financial obligation has been created, warranting classification as material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5974,"accession_number":"0001193125-26-266027","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered sale of convertible notes under Section 4(a)(2) of the Securities Act, with a maximum of 13,631,400 shares of Common Stock issuable upon conversion. The filing explicitly references a \"Private Placement\" and describes the offering of Notes to certain investors in reliance on the Section 4(a)(2) exemption, which is a classic private placement structure. The potential dilution from conversion of these notes to common stock is material to investors' assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5972,"accession_number":"0001193125-26-266027","item_number":"1.01","item_title":"Entry into a Material Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Syndax issued $250 million of convertible senior notes in a private placement on June 10, 2026, with net proceeds of approximately $243 million. Convertible notes are dilutive securities that create potential equity dilution upon conversion. This is a material capital-raising event that would affect investor assessment of the company's capital structure and ownership dilution, particularly for a biopharmaceutical company raising cash for R\u0026D and commercialization activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"Syndax Pharmaceuticals Inc","ticker":"SNDX","filing_date":"2026-06-10"},{"id":5973,"accession_number":"0001193125-26-266027","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the section merely incorporates Item 1.01 by reference without providing substantive detail. Item 1.01 typically covers material acquisitions or dispositions. Without access to the referenced Item 1.01 content, the specific event type cannot be reliably determined; however, the filing of Item 2.03 itself signals a material financial obligation has been created, warranting classification as material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"Syndax Pharmaceuticals Inc","ticker":"SNDX","filing_date":"2026-06-10"},{"id":5974,"accession_number":"0001193125-26-266027","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered sale of convertible notes under Section 4(a)(2) of the Securities Act, with a maximum of 13,631,400 shares of Common Stock issuable upon conversion. The filing explicitly references a \"Private Placement\" and describes the offering of Notes to certain investors in reliance on the Section 4(a)(2) exemption, which is a classic private placement structure. The potential dilution from conversion of these notes to common stock is material to investors' assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:06:11.989251+00:00","company_name":"Syndax Pharmaceuticals Inc","ticker":"SNDX","filing_date":"2026-06-10"}]}