Tyme Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-09-16: Form 8-K; Period of report 2022-09-16; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2022-09-15: Form 8-K; Period of report 2022-09-15; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2022-09-07: Form 8-K; Period of report 2022-09-07; Description 8.01 Other Events; Details 8.01.
- 2022-09-06: Form 8-K; Period of report 2022-09-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-09-16 | 8-K | 2022-09-16 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On September 16, 2022 (the “Closing Date”), Tyme Technologies, Inc. (the “Company” or “Tyme”) completed its business combination with Syros Pharmaceuticals, Inc. in accordance with the terms of the Agreement and Plan of Merger, dated as of July 3, 2022 (the “Merger Agreement”), by and among the Company, Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”) and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Syros (“Merger Sub”), pursuant which Merger Sub merged with and into Tyme, with Tyme surviving as a wholly owned subsidiary of Syros (the “Merger”). 3.01 In connection with the closing of the Merger, the Company notified the NASDAQ Capital Market (“NASDAQ”) on the Closing Date that a Certificate of Merger had been filed with the State of Delaware in connection with the Merger and that, at the effective time of the Merger, each outstanding share of Tyme common stock was cancelled and converted into the right to receive Syros common stock subject to the terms of the Merger Agreement. 3.03 The information set forth under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03. 5.01 As a result of and at the closing of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned direct subsidiary of Syros. 5.02 The information set forth under Item 2.01 of this Current Report is incorporated herein by reference into this Item 5.02. 5.03 At the closing of the Merger, the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). | d382902d8k.htm |
| 2022-09-15 | 8-K | 2022-09-15 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At a special meeting of the stockholders of the Company held on September 15, 2022 (the “Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of July 3, 2022 (the “Merger Agreement”), by and among the Company, Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”) and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Syros (“Merger Sub”), providing for the merger of Merger Sub with and into TYME, with TYME surviving the merger as wholly-owned subsidiary of Syros (the “Merger”). 8.01 On September 15, 2022, the Company and Syros issued a press release announcing the results of the voting proposals from the Special Meeting and the results of the voting proposals from the Syros special meeting. | d330811d8k.htm |
| 2022-09-07 | 8-K | 2022-09-07 | 8.01 Other Events | 8.01 On September 7, 2022, Tyme Technologies, Inc. (“Tyme”) issued a press release announcing the recommendations of the independent proxy advisory firms Glass, Lewis & Co. and Institutional Shareholder Services Inc. with respect to the proposed merger of Tyme with a wholly owned subsidiary of Syros Pharmaceuticals, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. | d403048d8k.htm |
| 2022-09-06 | 8-K | 2022-09-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Reference is made to that certain an Agreement and Plan of Merger (the “Merger Agreement”) by and among Tyme Technologies, Inc. (the “Company”), Syros Pharmaceuticals, Inc. (“Syros”) and Tack Acquisition Corp., a wholly owned subsidiary of Syros (“Merger Sub”), providing for the Merger of the Company with and into Merger Sub. | d331153d8k.htm |
| 2022-09-02 | 8-K | 2022-09-02 | 8.01 Other Events | 8.01 As previously announced, on July 3, 2022, Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”), Tack Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Syros (“Merger Sub”), and Tyme Technologies, Inc., a Delaware 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”). | d341675d8k.htm |
| 2022-08-24 | 8-K | 2022-08-24 | 8.01 Other Events | 8.01 On August 24, 2022, the board of directors of Tyme Technologies, Inc. (the “Company”) adopted a new form of Nonqualified Stock Option Agreement (the “Form Option Agreement”) for use in connection with grants of awards to non-employee directors on or after August 24, 2022 under the Company’s 2016 Stock Option Plan for Non-Employee Directors, as amended (the “Plan”). | d399489d8k.htm |
| 2022-07-05 | 8-K | 2022-07-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On July 3, 2022, Tyme Technologies, Inc., a Delaware corporation (“Tyme”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Syros Pharmaceuticals, Inc. (“Syros”) and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Syros (“Merger Sub”). 8.01 On July 5, 2022, Tyme and Syros issued a joint press release announcing the execution of the Merger Agreement (the “Press Release”) and related transactions. | d356227d8k.htm |
| 2022-06-23 | 8-K | 2022-06-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 21, 2022, the Company received notice from the Nasdaq Stock Market (“Nasdaq”) that it had granted the Company a 180-day extension to regain compliance with the Nasdaq continued listing standards. | d283907d8k.htm |
| 2022-04-29 | 8-K | 2022-04-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.02 On April 22, 2022, the Company’s compensation committee adopted a new form of Nonqualified Stock Option Agreement (the “Form Option Agreement”) for use in connection with grants of awards to executive officers on or after April 22, 2022 under the Company’s 2015 Equity Incentive Plan (the “Plan”). 5.03 On April 25, 2022, the Board amended and restated the Company’s amended and restated by-laws (the “A&R By-laws”) solely to provide that the holders of shares of capital stock issued and outstanding entitled to vote thereat representing at least one-third (1/3) of the votes entitled to be cast thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business, while prior to the amendment and restatement, a majority of the votes entitled to be cast thereat, present in person or represented by proxy, were required to constitute a quorum. 8.01 On April 25, 2022, the Company entered into Indemnification Agreements with certain of its current directors and executive officers (collectively, the “Indemnitees”). | d351956d8k.htm |
| 2022-04-19 | 8-K | 2022-04-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d351407d8k.htm |
| 2022-03-29 | 8-K | 2022-03-29 | 7.01 Regulation FD Disclosure | 7.01 On March 29, 2022, TYME issued a press release announcing its intent to explore strategic options, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d282410d8k.htm |
| 2022-03-25 | 8-K | 2022-03-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 TYME announced the departure of Steve Hoffman as Chief Science Officer, effective March 21, 2022. | d330001d8k.htm |
| 2022-02-11 | 8-K | 2022-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2022, TYME released financial information for the fiscal quarter ended December 31, 2021. | d254929d8k.htm |
| 2022-01-26 | 8-K | 2022-01-26 | 8.01 Other Events | 8.01 A copy of TYME’s press release dated January 26, 2022, attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing an update on the Precision Promise Trial in metastatic pancreatic cancer is incorporated herein by reference. | d254338d8k.htm |
| 2022-01-18 | 8-K | 2022-01-18 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, TYME will be presenting its poster “Oral SM-88 plus MPS: an effective yet less toxic treatment option in second-line advanced pancreatic cancer? Final Phase II/III study results” at the 2022 American Society of Clinical Oncology (“ASCO”) Gastrointestinal Cancer Symposium, which is being held both online and in person in San Francisco, CA from January 20-22, 2022. | d284531d8k.htm |