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): September 15 16, 2022

Tyme Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38169

45-3864597

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Pluckemin Way, Suite 103 ~~Bedminster, New Jersey 07921 (Address of principal executive offices, including zip code)~~

Bedminster NJ 07921

(Address of principal executive offices, including zip code)

(212) 461-2315

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☒☐ 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		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		~~TYME~~Tyme		Nasdaq Capital Market

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. ☐

~~Introductory~~Item 2.01 ~~Comment~~Completion –of ~~Use~~Acquisition or Disposition of ~~Terminology~~Assets

~~Throughout~~On ~~this~~September 16, ~~Current~~2022 ~~Report~~(the on“Closing ~~Form 8-K~~Date”), ~~the~~Tyme ~~terms~~Technologies, “Inc. (the “Company,” or “weTyme”) 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 “~~our~~Merger Agreement”), ~~refer~~by toand ~~Tyme~~among ~~Technologies~~the Company, Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”) and Tack Acquisition Corp., ~~together~~a Delaware corporation and wholly owned subsidiary of Syros (“Merger Sub”), pursuant which Merger Sub merged with ~~its~~and into Tyme, with Tyme surviving as a wholly owned subsidiary of Syros (the “~~TYME~~Merger”).

~~Item~~Also 5on September 16, 2022, but prior to the closing of the Merger, Syros completed a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”).07 At the closing of the Merger, Syros issued an aggregate of 7,546,014 shares of its common stock to Tyme stockholders, based on a pre-Reverse Stock Split exchange ratio of 0.4382 ~~Submission~~shares of ~~Matters~~Syros common stock for each share of Tyme common stock outstanding immediately prior to the Merger, which exchange ratio was equitably adjusted to 0.04382 as a ~~Vote~~result of ~~Security~~the ~~Holders~~Reverse Stock Split. The exchange ratio was determined through arm’s-length negotiations between Syros and Tyme. In addition, each outstanding and unexercised option to purchase shares of Tyme common stock granted to an individual who continued as a service provider to Tyme at the effective time of the Merger was assumed by Syros and converted into an option to purchase shares of Syros common stock, with necessary adjustments to reflect the exchange ratio. Each outstanding and unexercised warrant to purchase shares of Tyme common stock, other than the warrants issued by the Company on May 20, 2020, were also assumed by Syros and converted into a warrant to purchase shares of Syros common stock, with necessary adjustments to reflect the exchange ratio. The warrants issued by Tyme on May 20, 2020 were repurchased at their Black-Scholes valuation pursuant to their terms prior to the closing of the Merger.

AtThe aissuance ~~special meeting~~ of the ~~stockholders~~shares of the ~~Company~~Syros ~~held~~common onstock ~~September 15,~~issued ~~2022~~to (the ~~“Special~~former ~~Meeting”), the Company’s~~ stockholders ~~voted on the proposals set forth below relating to the Agreement and Plan~~ of ~~Merger,~~Tyme ~~dated~~was asregistered ofwith ~~July 3, 2022 (~~the ~~“Merger Agreement”), by and among the Company, Syros Pharmaceuticals, Inc~~U.~~, a Delaware corporation (“Syros”) and Tack Acquisition Corp~~S., 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”). The proposals are described in detail in the Company’s definitive proxy statement / prospectus filed with the Securities and Exchange Commission (the “SEC”) on ~~August 9, 2022 (as amended or supplemented thereafter,~~ the ~~“Proxy~~Registration Statement ~~/ Prospectus”) and first mailed to the Company’s stockholders~~ on ~~August~~Form 10S-4, as ~~2022.~~amended ~~The final voting results regarding each proposal are set forth below~~(File No. ~~There were 172,206,894 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 122,698,749~~ ~~shares~~333-266184) offiled ~~company common stock were represented in person or~~ by ~~proxy at~~ Syros (the ~~Special~~“Registration ~~Meeting, which number constituted a quorum~~Statement”).

1.The ~~Proposal~~foregoing ~~1—Adoption~~description of the Merger and Merger Agreement: contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 on the Report on Form 8-K filed by the Company on July 5, 2022, and is incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
93,159,168		1,748,552		401,094		27,389,935

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

2.In ~~Proposal~~connection ~~2—Approval~~with the closing of the Merger, the Company notified the NASDAQ Capital Market (“NASDAQ”) on the Closing Date that a ~~non-binding~~Certificate ~~advisory~~of ~~basis~~Merger had been filed with the State of Delaware in connection with the Merger and that, at the effective time of ~~merger-related~~the ~~compensation~~Merger, ~~payable~~each outstanding share of Tyme common stock was cancelled and converted into the right to ~~TYME’s~~receive ~~named~~Syros ~~executive~~common ~~officers:~~stock subject to the terms of the Merger Agreement. The Company requested that NASDAQ delist the shares of Tyme common stock on the Closing Date, and as a result, expects trading of the shares of Tyme common stock on NASDAQ to be suspended no later than prior to the opening of trading on Nasdaq on September 19, 2022. The Company also requested that NASDAQ file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the shares of Tyme common stock from NASDAQ and the deregistration of the shares of Tyme Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the termination of registration of the shares of Tyme Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

For		Against		Abstain		Broker Non-Votes
74,268,494		20,078,790		961,530		27,389,935

The information set forth under Items 2.01 and 8.01 is incorporated herein by reference into this Item 3.01.

Item 3.03 ~~Proposal~~Material ~~3—Approval~~Modification ~~of an amendment~~ to ~~TYME’s~~Rights ~~amended and restated certificate~~ of ~~incorporation~~Security to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-15 and not more than 1-for-75, such ratio and the implementation and timing of the reverse stock split to be determined in the discretion of our board of directorsHolders.

For		Against		Abstain		Broker Non-Votes
109,923,248		12,332,874		442,627		—

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.

4Item 5.01 ~~Proposal~~Changes ~~4— Consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes~~ in ~~favor~~Control of ~~Proposals 1, 2 and 3 or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of TYME’s common stock~~Registrant.

~~This~~As ~~proposal~~a ~~was~~result ~~approved~~of byand at the ~~requisite~~closing ~~vote~~ of the ~~Company’s stockholders~~Merger, ~~but~~a ~~adjournment~~change of ~~the~~control ~~Special~~of ~~Meeting~~the ~~was~~Company ~~unnecessary~~occurred, ~~because there was a quorum present~~ and ~~there~~the ~~were~~Company ~~sufficient~~became ~~votes~~a ~~received~~wholly-owned atdirect ~~the~~subsidiary ~~time~~ of ~~the Special Meeting to Proposal Nos~~Syros. ~~1, 2 and 3.~~

The information set forth under Item 82.01. ~~Other~~is ~~Events~~incorporated herein by reference into this Item 5.01.

~~On September~~Item ~~15,~~5.02 ~~2022,~~Departure ~~the~~of ~~Company~~Directors ~~and~~or ~~Syros~~Certain ~~issued~~Officers; aElection ~~press release announcing the results~~ of ~~the~~Directors; ~~voting~~Appointment ~~proposals from the Special Meeting and the results~~ of ~~the~~Certain ~~voting~~Officers; ~~proposals~~Compensatory ~~from~~Arrangements ~~the Syros special meeting. A copy~~ of ~~the~~Certain ~~joint press release is attached as Exhibit 99~~Officers.1 ~~hereto and incorporated herein by reference.~~

The information set forth under Item 92.01 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report is incorporated herein by reference into this Item 5.02.

~~Set~~In ~~forth~~connection ~~below~~with isthe aconsummation ~~list~~of the Merger, immediately following the closing of the ~~exhibits~~Merger, each of Richard Cunningham, Steve Hoffman, Gerald Sokol, David Carberry, Timothy Tyson, Douglas Michels, Donald DeGolyer and Christine Baker resigned from the Company’s Board of Directors and any committees thereof. Such resignations were not the result of any disagreements with the Company relating to ~~this~~the ~~Current~~Company’s ~~Report~~operations, onpolicies ~~Form~~or ~~8-K~~practices. Following the closing of the Merger, each of Richard Cunningham, Frank Porfido and James Biehl ceased to be officers of the Company.

Exhibit Number		Description
99.1		Press Release issued on September 15, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

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”). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. In addition, at the closing of the Merger, the Company’s bylaws as in effect immediately prior to the Merger were amended and restated in their entirety (the “Amended and Restated Bylaws”). A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 3, 2022, by and among Tyme Technologies, Inc., Syros Pharmaceuticals, Inc. and Tack Acquisition Corp. (incorporated by reference from Exhibit 2.1 to the Company’s 8-K filed on July 5, 2022).

3.1		Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc.

3.2		Amended and Restated Bylaws of Tyme Technologies, Inc.

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~~Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Tyme Technologies, Inc.

Dated: September 15, 2022

/s/ Richie Cunningham

Dated: September 16, 2022

/s/ Jason Haas

Richie Cunningham, Chief Executive Officer

Name: Jason Haas Title: Treasurer and Secretary

Filing Compare · TYME TECHNOLOGIES, INC.