Item 1.01 Entry into a Material Definitive Agreement.

The information required to be disclosed in this Item 1.01 is incorporated herein by reference from Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.

On June 26, 2009 and July 2, 2009, Synergy Pharmaceuticals, Inc. (the "Company") closed a private placement of 5,729,286 and 1,870,000 shares of Common Stock, respectively, to certain investors (the "Investors") at a per share price of $0.70 for aggregate gross proceeds of $5,319,500 pursuant to a Securities Purchase Agreement dated as of June 26, 2009 and July 2, 2009, respectively (the "June/July Placement"). The Company paid an aggregate $235,000 to selling agents in connection with the June/July Placement.

Between February 2009 and April 2009, the Company closed on the sale of 1,611,429 shares of Common Stock in a private placement to certain investors at a per share price of $0.70 for aggregate gross proceeds of $1,128,000.

In connection with the offer and sale of securities to the Investors, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder. The Company believes that the Investors are "accredited investors", as such term is defined in Rule 501(a) promulgated under the Securities Act.