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 October 30, 2009 and November 5, 2009, Synergy Pharmaceuticals, Inc. (the "Company") closed a private placement of 9,389,428 and 1,114,286 shares of Common Stock, respectively, to certain investors (the "Investors") at a per share price of $0.70 for aggregate gross proceeds of $6,572,600 and $780,000, respectively, pursuant to a Securities Purchase Agreement dated as of October 30, 2009 and November 5, 2009, respectively.

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.