UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Syros Pharmaceuticals, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class
of Securities)
87184Q206
(CUSIP Number)
Abrar Hussain
Samsara BioCapital GP, LLC
628 Middlefield Road
Palo Alto, CA 94301
(650) 285-4270
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2023
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87184Q206 |
1. |
Names of Reporting Persons
Samsara BioCapital, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
(1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
WC |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,588,564 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,588,564 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,588,564 shares (2) |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
7.4% (3) |
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
| (1) | This Schedule 13D is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital
GP, LLC (“Samsara GP”), and Dr. Srinivas Akkaraju (“Akkaraju” and, with Samsara LP and Samsara GP, collectively,
the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule
13D. |
| (2) | Consists of (i) 881,450 shares of Common Stock and 707,114 shares of Common Stock issuable upon the exercise
of immediately exercisable warrants held by Samsara LP. Akkaraju, as a Managing Member of Samsara GP, shares voting and investment authority
over the shares held by Samsara LP. |
| (3) | This percentage is calculated based upon the sum of (i) 20,710,046 shares of Common Stock outstanding
as of August 4, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed
with the Securities and Exchange Commission on August 8, 2023; and (ii) 707,114 shares of Common Stock issuable upon the exercise of immediately
exercisable warrants. |
CUSIP No. 87184Q206 |
1. |
Names of Reporting Persons
Samsara BioCapital GP, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,588,564 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,588,564 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,588,564 shares (2) |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
13. |
Percent of Class Represented by Amount in Row (11)
7.4% (3) |
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Consists of (i) 881,450 shares of Common Stock and 707,114 shares of Common Stock issuable upon the exercise
of immediately exercisable warrants held by Samsara LP. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority
over the shares held by Samsara LP. |
| (3) | This percentage is calculated based upon the sum of (i) 20,710,046 shares of Common Stock outstanding
as of August 4, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed
with the Securities and Exchange Commission on August 8, 2023; and (ii) 707,114 shares of Common Stock issuable upon the exercise of immediately
exercisable warrants. |
CUSIP No. 87184Q206 |
1. |
Names of Reporting Persons
Srinivas Akkaraju |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1)
|
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
16,982 shares (2) |
8. |
Shared Voting Power
1,588,564 shares (3) |
9. |
Sole Dispositive Power
16,982 shares (2) |
10. |
Shared Dispositive Power
1,588,564 shares (3) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,605,546 shares (2) (3) |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
13. |
Percent of Class Represented by Amount in Row (11)
7.5% (4) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Includes (i) 14,316 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule
13D upon exercise of stock options held by Akkaraju; and (ii) 2,666 shares of Common Stock issuable upon the settlement of restricted
stock units that will vest within 60 days of the date of the filing of this Schedule 13D held by Akkaraju. |
| (3) | Includes (i) 881,450 shares of Common Stock and 707,114 shares of Common Stock issuable upon the exercise
of immediately exercisable warrants held by Samsara LP. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority
over the shares held by Samsara LP. |
| (4) | This percentage is calculated based upon the sum of (i) 20,710,046 shares of Common Stock outstanding
as of August 4, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed
with the Securities and Exchange Commission on August 8, 2023; (ii) 707,114 shares of Common Stock issuable upon the exercise of immediately
exercisable warrants; (iii) 14,316 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon
exercise of stock options; and (iv) 2,666 shares of Common Stock issuable upon the settlement of restricted stock units that will vest
within 60 days of the date of the filing of this Schedule 13D. |
| Item 1. | Security and Issuer |
The class of equity security to which this statement
on Schedule 13D relates is the Common Stock, $0.001 par value (“Common Stock”) of Syros Pharmaceuticals, Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 35 CambridgePark Drive, 4th
Floor, Cambridge, MA 02140. Information given in response to each item shall be deemed incorporated by reference in all other items, as
applicable.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital
GP, LLC (“Samsara GP”), and Dr. Srinivas Akkaraju (“Akkaraju” and, with Samsara LP and Samsara GP, collectively,
the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule
13D. |
| (b) | The principal business office of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301. |
| (c) | The principal business of the Reporting Persons is venture capital investments. Akkaraju serves as the
Managing Member of Samsara GP, which is the general partner of Samsara LP. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial
of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of Samsara LP and Samsara GP was organized in the state of Delaware and Akkaraju is a citizen of
the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On July 3, 2022, Samsara LP entered into a Securities
Purchase Agreement with the Issuer to purchase 691,489 shares of the Issuer’s common stock (the “Shares”) and accompanying
warrants (the “Warrants”) to purchase 691,489 additional shares of common stock in a private sale (the “Private Placement”)
for an aggregate purchase price of $6.5 million. Samsara LP received the Shares and Warrants on September 16, 2022 (the “Closing
Date”) pursuant to the closing of the Private Placement.
The funds used by Samsara LP to acquire the securities
of the Issuer described herein were from capital contributions made by Samsara LP’s general and limited partners.
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the aforementioned
securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal
requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or
private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the
Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership
of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock
market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of
their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Act). Each of the
Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.
Except as set forth in this Item 4 and Item 6
below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934 (the “Act”). However, each of the
Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions,
including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material
amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become
eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment
intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise
dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted)
in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions
with respect to the securities described herein.
Akkaraju, the Managing Member of Samsara GP, is
a member of the board of directors of the Issuer. As a director of the Issuer, Akkaraju may have influence over the corporate activities
of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) – (b). |
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13D is provided as of October 20, 2023: |
Reporting Persons | |
Shares Held
Directly | | |
Sole Voting
Power | | |
Shared
Voting
Power | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power | | |
Beneficial
Ownership | | |
Percentage
of Class (3) | |
Samsara
LP (1) | |
| 1,588,564 | | |
| 0 | | |
| 1,588,564 | | |
| 0 | | |
| 1,588,564 | | |
| 1,588,564 | | |
| 7.4 | % |
Samsara
GP (1) | |
| 0 | | |
| 0 | | |
| 1,588,564 | | |
| 0 | | |
| 1,588,564 | | |
| 1,588,564 | | |
| 7.4 | % |
Akkaraju (1) (2) | |
| 16,982 | | |
| 16,982 | | |
| 1,588,564 | | |
| 16,982 | | |
| 1,588,564 | | |
| 1,605,546 | | |
| 7.5 | % |
| (1) | Includes (i) 881,450 shares of Common Stock and 707,114 shares of Common Stock issuable upon the exercise
of immediately exercisable warrants held by Samsara LP. Akkaraju, as the Managing Member of Samsara GP, shares voting and investment authority
over the shares held by Samsara LP. |
| (2) | Includes (i) 14,316 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule
13D upon exercise of stock options held by Akkaraju; and (ii) 2,666 shares of Common Stock issuable upon the settlement of restricted
stock units that will vest within 60 days of the date of the filing of this Schedule 13D held by Akkaraju. |
| (3) | This percentage is calculated based upon the sum of (i) 20,710,046 shares of Common Stock outstanding
as of August 4, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed
with the Securities and Exchange Commission on August 8, 2023; (ii) 707,114 shares of Common Stock issuable upon the exercise of immediately
exercisable warrants; (iii) 14,316 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon
exercise of stock options, as applicable; and (iv) 2,666 shares of Common Stock issuable upon the settlement of restricted stock units
that will vest within 60 days of the date of the filing of this Schedule 13D, as applicable. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the
Issuer’s Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 of
this Statement is incorporated herein by reference.
Warrant to Purchase Common Stock
The Warrants are exercisable at any time during
the period beginning on March 16, 2023 and ending on September 16, 2027, except that the Warrants are not exercisable by Samsara LP if,
upon giving effect or immediately prior thereto, Samsara LP would beneficially own more than 9.99% of the total number of issued and outstanding
common stock, which percentage may change at the holders’ election to any other number less than or equal to 19.99% upon 61 days’
notice to the Issuer.
The foregoing description is qualified in its
entirety by the full text of the form of Warrant to Purchase Common Stock or Pre-Funded Warrants, which is filed herewith as Exhibit B
and incorporated herein by reference.
Registration Rights Agreement
In connection with the Private Placement, Samsara
LP entered into a registration rights agreement with the Issuer, dated as of July 3, 2022 (the “Registration Rights Agreement”),
pursuant to which the Issuer agreed to file a registration statement with the SEC covering the resale of the Shares purchased in the Private
Placement and the shares of common stock underlying the Warrants described above. The Issuer agreed to file such registration statement
within 30 days following the Private Placement Closing Date. The Registration Rights Agreement includes customary indemnification rights
in connection with the registration statement. The registration statement has been filed in accordance with the Registration Rights Agreement.
The foregoing description is qualified in its
entirety by the full text of the form of Registration Rights Agreement, which is filed herewith as Exhibit C and incorporated herein
by reference.
Director
Compensation
Akkaraju,
in his capacity as a director, has received and continues to be entitled to receive cash compensation and equity compensation, including
stock options and restricted stock units pursuant to the Issuer’s Amended and Restated Director Compensation Policy and
the Issuer’s 2022 Equity Incentive Plan, the full text of which are filed herewith as Exhibits D and E, respectively and
incorporated herein by reference. Forms of the Stock Option Agreement and Restricted Stock Unit
Agreement are filed as Exhibits F and G, respectively and incorporated herein by reference.
Between
June 8, 2017 and June 1, 2022, Akkarju received annual stock option awards pursuant to the Issuer’s 2016 Stock Incentive Plan, the
full text of which is filed as Exhibit H, and multiple Option Agreements, a form of which is filed as Exhibit I. All such stock
option awards are fully vested as of the date of this Schedule 13D.
| Item 7. | Material to be Filed as Exhibits |
| A. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| B. | Form of Warrant to Purchase Common Stock or Pre-Funded Warrants (incorporated by reference to Exhibit
4.2 to the Issuer’s Form 8-K (File No. 001-37813), filed on July 5, 2022). |
| C. | Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K
(File No. 001-37813), filed on July 5, 2022). |
| D. | Amended and Restated Director Compensation Policy (incorporated by reference to Exhibit 10.13 to the Issuer’s
Quarterly Report on Form 10-Q (File No. 001-37813), filed on November 14, 2022). |
| E. | 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K (File
No. 001-37813), filed on September 15, 2022). |
| F. | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.10 to the Issuer’s Quarterly
Report on Form 10-Q (File No. 001-37813), filed on November 14, 2022). |
| G. | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to the Issuer’s
Quarterly Report on Form 10-Q (File No. 001-37813), filed on November 14, 2022). |
| H. | 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Issuer’s Prospectus
on Form S-1 (File No. 001-37813), filed on June 3, 2016). |
| I. | Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Issuer’s Prospectus
on Form S-1 (File No. 001-37813), filed on June 3, 2016). |
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 20, 2023
Samsara BioCapital, L.P. |
|
|
|
By: Samsara BioCapital GP, LLC |
|
its General Partner |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
Samsara BioCapital GP, LLC |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
/s/ Srinivas Akkaraju |
|
Srinivas Akkaraju |
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule
13D (or any amendment thereto) relating to the Common Stock of Syros Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Dated: October 20, 2023
Samsara BioCapital, L.P. |
|
|
|
By: Samsara BioCapital GP, LLC |
|
its General Partner |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
Samsara BioCapital GP, LLC |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
/s/ Srinivas Akkaraju |
|
Srinivas Akkaraju |
|
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