UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 12, 2018

Synergy Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

420 Lexington Avenue, Suite 2012

New York, NY 10170

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 297-0020

(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:

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

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.  o

Item 1.01                                           Entry into a Material Definitive Agreement

On June 12, 1018, Synergy Pharmaceuticals Inc. (the “Company”) entered into Waiver No. 2 (“Waiver No. 2”) with CRG Servicing LLC (the “Lender”) pursuant to which the Lender waived the requirement, set forth in Section 6.02(a)(i) of the Term Loan Agreement between the Company and the Lender dated September 1, 2017 (the “Loan Agreement”) that the second borrowing of $25 million (the “Second Borrowing”) under the Loan Agreement occur no later than June 30, 2018.  Waiver No. 2  provides that the Second Borrowing  may not occur after August 29, 2018.  The form of Waiver No. 2 is attached as Exhibit 10.1 to this report on Form 8-K and is incorporated by reference.

On June 13, 2018, the Company released a press release announcing the execution of Waiver No. 2.  The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits.

(d)         Exhibits.

10.1   Form of Waiver No 2 dated as of June 12, 2018.

99.1   Synergy Pharmaceuticals Inc. Press Release dated June 13, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:           June 13, 2018

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