UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Syros
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
87184Q107
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
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1 |
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NAMES OF REPORTING PERSONS
Invus Public Equities, L.P. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
2
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1 |
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NAMES OF REPORTING PERSONS
Invus Public Equities Advisors, LLC |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
3
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1 |
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NAMES OF REPORTING PERSONS
Artal International S.C.A. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
4
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1 |
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NAMES OF REPORTING PERSONS
Artal International Management S.A. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
5
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1 |
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NAMES OF REPORTING PERSONS
Artal Group S.A. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
6
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1 |
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NAMES OF REPORTING PERSONS
Westend S.A. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
7
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1 |
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NAMES OF REPORTING PERSONS
Stichting Administratiekantoor Westend |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION The
Netherlands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2%* |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
8
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1 |
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NAMES OF REPORTING PERSONS
Mr. Amaury Wittouck |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Belgium |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,463,829* |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,463,829* |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,829* |
10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.2% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
* |
Excludes, subject to the Beneficial Ownership Limitation, 1,063,829 shares of common stock, $0.001 par value
per share issuable upon the exercise of 1,063,829 warrants that are not exercisable at or within 60 days of December 31, 2022. See Item 4. |
9
Item 1(a). Name of Issuer:
Syros Pharmaceuticals, Inc. (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
35 Cambridge Park Drive, Cambridge, Massachusetts 02140
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office or, if none, Residence:
Item 2(c). Citizenship:
(i) Invus
Public Equities, L.P. (Invus Public Equities)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC (Invus PE Advisors)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Artal International S.C.A. (Artal International)
Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg
Citizenship: Luxembourg limited partnership
(iv) Artal International Management S.A. (Artal International Management)
Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg
Citizenship: Luxembourg société anonyme
(v) Artal Group S.A. (Artal Group)
Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg
Citizenship: Luxembourg société anonyme
(vi) Westend S.A. (Westend)
Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg
Citizenship: Luxembourg société anonyme
(vii) Stichting Administratiekantoor Westend (the Stichting)
Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands
Citizenship: Netherlands foundation
(viii) Mr. Amaury Wittouck
Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg
Citizenship: Belgium
The foregoing persons are
hereinafter sometimes collectively referred to as the Reporting Persons.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share (the Shares)
Item 2(e). CUSIP Number:
87184Q107
10
Item 3. If This Statement Is Filed Pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
This Item 3 is not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
As of December 31,
2022, Invus Public Equities directly held 1,463,829 Shares and warrants (Warrants) to purchase up to an additional 1,063,829 Shares.
The
Warrants have an exercise price of $10.34 per Share and expire on July 3, 2027. The Warrants are not exercisable until March 16, 2023 and may not be exercised if, as a result of such exercise, Invus Public Equities, together with its
affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of Shares then issued and outstanding immediately after giving effect to the exercise (the
Beneficial Ownership Limitation), which percentage may be changed at a holders election upon 61 days notice to the Issuer. Reporting Persons disclaim beneficial ownership of any Shares the issuance of which would violate such
Beneficial Ownership Limitation.
Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may
be deemed to beneficially own the Shares held by Invus Public Equities. The Geneva branch of Artal International, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares
that Invus PE Advisors may be deemed to beneficially own. Artal International Management, as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the Shares that Artal
International may be deemed to beneficially own. Artal Group, as the sole stockholder of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the Shares that Artal International
Management may be deemed to beneficially own. Westend, as the parent company of Artal Group, controls Artal Group and, accordingly, may be deemed to beneficially own the Shares that Artal Group may be deemed to beneficially own. The Stichting, as
the majority stockholder of Westend, controls Westend and, accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially own. Mr. Wittouck, as the sole member of the board of the Stichting, controls the
Stichting and, accordingly, may be deemed to beneficially own the Shares that the Stichting may be deemed to beneficially own.
(b) Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Persons cover page.
Calculations of the percentage of Shares beneficially owned are based on 20,225,921 Shares outstanding as of November 10, 2022 based on information set forth in the Issuers Quarterly Report on Form
10-Q filed with Securities and Exchange Commission on November 14, 2022.
(c) As of December 31, 2022,
number of shares as to which Invus Public Equities, Invus PE Advisors, Artal International, Artal International Management, Artal Group, Westend, the Stichting and Mr. Wittouck has:
(i) Sole power to vote or to direct the vote:
1,463,829
(ii)
Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,463,829
(iv)
Shared power to dispose or to direct the disposition of:
0
11
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☐.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
This Item 6 is not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
This Item 7 is not
applicable.
Item 8. Identification and Classification of Members of the Group.
This Item 8 is not applicable.
Item 9. Notice of
Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certification.
Each of the Reporting
Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
12
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.
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INVUS PUBLIC EQUITIES, L.P. |
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By: |
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INVUS PUBLIC EQUITIES ADVISORS, |
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LLC, its general partner |
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By: |
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/s/ Raymond Debbane |
Name: |
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Raymond Debbane |
Title: |
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President |
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INVUS PUBLIC EQUITIES ADVISORS, LLC |
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By: |
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/s/ Raymond Debbane |
Name: |
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Raymond Debbane |
Title: |
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President |
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ARTAL INTERNATIONAL S.C.A. |
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By: |
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ARTAL INTERNATIONAL MANAGEMENT S.A., its
managing partner |
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By: |
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/s/ Anne Goffard |
Name: |
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Anne Goffard |
Title: |
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Managing Director |
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ARTAL INTERNATIONAL MANAGEMENT S.A. |
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By: |
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/s/ Anne Goffard |
Name: |
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Anne Goffard |
Title: |
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Managing Director |
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ARTAL GROUP S.A. |
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By: |
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/s/ Anne Goffard |
Name: |
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Anne Goffard |
Title: |
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Authorized Person |
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WESTEND S.A. |
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By: |
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/s/ Anne Goffard |
Name: |
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Anne Goffard |
Title: |
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Managing Director |
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STICHTING ADMINISTRATIEKANTOOR WESTEND |
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By: |
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/s/ Amaury Wittouck |
Name: |
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Amaury Wittouck |
Title: |
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Sole Member of the Board |
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MR. AMAURY WITTOUCK |
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/s/ Amaury Wittouck |
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Dated: February 10, 2023 |
(USOTC:SYRSW)
過去 株価チャート
から 6 2024 まで 7 2024
(USOTC:SYRSW)
過去 株価チャート
から 7 2023 まで 7 2024