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SNDX · Current Report (Form 8-K) · Filed December 19, 2025

Syndax Pharmaceuticals Inc — Current Report (Form 8-K)

Form
8-K
Filed
December 19, 2025
Period
Dec 18, 2025
Ticker
SNDX
Accession
0001193125-25-326961
Syndax Pharmaceuticals Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Syndax amends bylaws to issue shares in uncertificated form starting Dec 18, 2025; existing certificated shares remain until surrendered.

About Syndax Pharmaceuticals Inc
Market cap
$1.6B
1Y TSR
+95.7%
3Y TSR
−1.7%
Board grade
C
Sector
Healthcare
CEO
Michael A Metzger
Last annual meeting: Jun 10, 2026 · View full Syndax Pharmaceuticals Inc profile →
8-K

 

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): December 18, 2025

 

 

SYNDAX PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37708

32-0162505

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

730 THIRD AVENUE

FLOOR 9

 

NEW YORK, New York

 

10017

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (781) 419-1400

 

 

(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:

☐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 pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

SNDX

 

The Nasdaq Stock Market LLC

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2025, the Board of Directors of Syndax Pharmaceuticals Inc. (the “Company”) approved amendments to the Amended and Restated Bylaws (the “Bylaws”) of the Company, effective on such date. The amendments to the Bylaws provide that, beginning on December 18, 2025, shares of the Company’s capital stock shall be issued solely in uncertificated form; however, shares represented by a certificate issued prior to December 18, 2025 shall remain in certificated form until such certificate is surrendered to the Company.

 

The foregoing summary of the amendments effective December 18, 2025 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws of the Company, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

Description

 

 

3.1

Amended and Restated Bylaws of Syndax Pharmaceuticals Inc. dated December 18, 2025

104

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

 

SIGNATURES

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.

 

 

 

SYNDAX PHARMACEUTICALS, INC.

 

 

 

 

Date:

December 19, 2025

By:

/s/ Michael A. Metzger

 

 

 

Michael A. Metzger
Chief Executive Officer

 

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Reference

Frequently asked questions

When did Syndax Pharmaceuticals Inc file this 8-K?
Syndax Pharmaceuticals Inc (SNDX) filed this Current Report (Form 8-K) with the SEC on December 19, 2025. The accession number assigned by EDGAR is 0001193125-25-326961.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Syndax amends bylaws to issue shares in uncertificated form starting Dec 18, 2025; existing certificated shares remain until surrendered. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Syndax Pharmaceuticals Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Syndax Pharmaceuticals Inc has filed under CIK 1395937, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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