Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on July 31, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SYROS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		45-3772460
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

35 CambridgePark Drive, 4th Floor Cambridge, Massachusetts		02140
(Address of Principal Executive Offices)		(Zip Code)

2022 Equity Incentive Plan

(Full Title of the Plan)

Conley Chee

President and Chief Executive Officer

Syros Pharmaceuticals, Inc.

35 CambridgePark Drive, 4th Floor

Cambridge, Massachusetts

(Name and Address of Agent for Service)

(617) 744-1340

(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2022 Equity Incentive Plan (the "2022Plan") of Syros Pharmaceuticals, Inc. (the "Registrant"), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-267451, filed by the Registrant with the Securities and Exchange Commission on September 16,2022, relating to the 2022 Plan, except the contents of Item 8, Exhibits thereof, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated by reference.

Item 8.

Exhibits.

The following exhibits are incorporated herein by reference:

Number		Description
4.1		Restated Certificate of Incorporation of the Registrant, as amended (previously filed with the Securities and Exchange Commission on July 31, 2024 as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37813) and incorporated herein by reference).
4.2		Second Amended and Restated Bylaws of the Registrant (previously filed with the Securities and Exchange Commission on August 5, 2021 as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37813) and incorporated herein by reference).
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant.
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP, independent registered public accounting firm.
24.1		Power of attorney (included on the signature pages of this registration statement).
99.1		2022 Equity Incentive Plan, as amended (previously filed with the Securities and Exchange Commission on July 31, 2024 as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37813) and incorporated herein by reference).
107		Calculation of Filing Fee Tables

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 31st day of July, 2024.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Syros Pharmaceuticals, Inc., hereby severally constitute and appoint Conley Chee and Jason Haas, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Syros Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Conley Chee Conley Chee		President, Chief Executive Officer and Director (principal executive officer)		July 31, 2024
/s/ Jason Haas Jason Haas		Chief Financial Officer (principal financial officer and principal accounting officer)		July 31, 2024
/s/ Peter Wirth Peter Wirth		Chair of the Board of Directors		July 31, 2024
/s/ Srinivas Akkaraju, M.D., Ph.D. Srinivas Akkaraju, M.D., Ph.D.		Director		July 31, 2024
/s/ Deborah Dunsire, M.D. Deborah Dunsire, M.D.		Director		July 31, 2024
/s/ S. Gail Eckhardt, M.D. S. Gail Eckhardt, M.D.		Director		July 31, 2024
/s/ Marsha H. Fanucci Marsha H. Fanucci		Director		July 31, 2024
/s/ Andrew M. Oh Andrew M. Oh		Director		July 31, 2024
/s/ Nancy Simonian, M.D. Nancy Simonian, M.D.		Director		July 31, 2024
/s/ Timothy C. Tyson Timothy C. Tyson		Director		July 31, 2024
/s/ Richard A. Young, Ph.D.		Director		July 31, 2024

Richard A. Young, Ph.D.