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): February 14, 2011
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51531
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94-3295878
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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395 Oyster Point Boulevard, Suite 400
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (650) 266-3500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 14, 2011, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) to implement a one-for-six reverse split of our capital
stock (the “Reverse Split”), as previously authorized and approved at our annual meeting of stockholders on June 2, 2010. The Reverse Split was effective as of 5 p.m. (Eastern Time) on February 14, 2011, and our common stock will
begin trading on the NASDAQ Capital Market on a post-split basis on February 15, 2011.
As a result of the Reverse Split,
every six (6) shares of capital stock will be combined into one (1) share of capital stock. The Reverse Split affects all our capital stock outstanding immediately prior to the effective time of the Reverse Split as well as the number of
shares of capital stock available for issuance under our equity incentive plans. In addition, the Reverse Split will effect a reduction in the number of shares of capital stock issuable upon the exercise of outstanding stock options or warrants. In
lieu of fractional shares to which a holder of our capital stock would otherwise be entitled as a result of the Reverse Split, we will pay cash based on the closing sales price of our common stock on the NASDAQ Capital Market on February 14,
2011, the effective date of the Reverse Split.
A copy of the Amendment is included herewith as Exhibit 3.1.
On
February 14, 2011 we issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation.
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99.1
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Press Release, dated February 14, 2011, entitled “Sunesis Announces 1-for-6 Reverse Stock Split.”
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SIGNATURES
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.
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SUNESIS PHARMACEUTICALS, INC.
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Dated: February 14, 2011
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By:
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/s/ Eric H. Bjerkholt
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Eric H. Bjerkholt
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Senior Vice President, Corporate Development and
Finance, Chief Financial Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation.
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99.1
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Press Release, dated February 14, 2011, entitled “Sunesis Announces 1-for-6 Reverse Stock Split.”
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF SUNESIS PHARMACEUTICALS, INC.
SUNESIS PHARMACEUTICALS, INC.
(the “
Corporation
”), a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, does hereby certify:
FIRST:
The name of the Corporation is
Sunesis Pharmaceuticals, Inc.
SECOND:
The original name of this company was Mosaic Pharmaceuticals, Inc., and the
date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was February 10, 1998.
THIRD:
The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted
resolutions amending its Amended and Restated Certificate of Incorporation as follows:
Article IV, Paragraph A shall be
amended to add the following provisions in their entirety to the existing provisions of Article IV, Paragraph A:
“Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of
Incorporation is filed with the Secretary of State of the State of Delaware (the “
Effective Time
”), each six (6) shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding prior to the
Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation, and each six
(6) shares of the Corporation’s Preferred Stock, par value $0.0001 per share, issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and
converted into one (1) share of Preferred Stock, par value $0.0001 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon surrender after the
Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing
sales price of the Corporation’s Common Stock as reported on the NASDAQ Capital Market on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation is filed with the Secretary of State of
the State of Delaware, and any holder of less than one share of Preferred Stock shall, upon surrender after the Effective Time of a certificate which formerly represented shares of Preferred Stock that were issued and outstanding immediately prior
to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the then fair value of the Preferred Stock as determined by the Board of Directors.”
FOURTH:
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was submitted to the
stockholders of the Corporation and was duly adopted and approved in accordance with the provisions of Sections 228 and 242 of the General Corporate Law of the State of Delaware at the annual meeting of the stockholders of the Corporation.
* * * * *
IN WITNESS WHEREOF
, Sunesis Pharmaceuticals, Inc. has caused this Certificate of
Amendment to be signed by its Senior Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate Secretary as of February 14, 2011.
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SUNESIS PHARMACEUTICALS, INC.
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By:
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/s/ Eric H. Bjerkholt
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Name:
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Eric H. Bjerkholt
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Title:
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Senior Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate
Secretary
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Exhibit 99.1
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Investor and Media Inquiries:
David Pitts
Argot Partners
212-600-1902
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Eric Bjerkholt
Sunesis Pharmaceuticals Inc.
650-266-3717
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Sunesis Announces 1-for-6 Reverse Stock Split
Company Is Well Capitalized and Positioned for the Future
SOUTH SAN FRANCISCO,
Calif., (February 14, 2011)
– Sunesis Pharmaceuticals, Inc. (NASDAQ: SNSS) today announced that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-6 reverse stock split,
effective as of 5 p.m. Eastern time today. The reverse stock split was effected by Sunesis in accordance with the authorization, and within the split ratio range, adopted by Sunesis stockholders at the 2010 Annual Meeting of Stockholders held on
June 2, 2010.
The reverse stock split is intended to better enable Sunesis to meet and maintain the $1.00 minimum bid price required for
continued listing on the NASDAQ Capital Market and attract additional shareholder interest. Sunesis’ common stock will begin trading on a post-split basis on the NASDAQ Capital Market when the market opens on February 15, 2011. Beginning
on that date, Sunesis’ common stock will trade for 20 trading days under ticker symbol “SNSSD” to provide notice of the reverse stock split. After this period, the symbol will revert back to “SNSS.”
“Sunesis is well capitalized with $53.4 million in cash and investments as of December 31, 2010. After careful consideration, we determined
that the reverse stock split announced today was an important step to better position Sunesis for the future,” stated Daniel Swisher, Chief Executive Officer of Sunesis. “We believe that this action will result in better shareholder and
corporate recognition of the value and importance of our future milestones.”
At the effective time of the reverse stock split, every six
shares of Sunesis’ pre-split capital stock, par value $0.0001 per share, including shares subject to outstanding stock options and warrants and shares available for grant under Sunesis’ equity benefit plans, will automatically be combined
into one share of Sunesis’ post-split capital stock. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of Sunesis’ shares (except to the extent that the reverse
stock split would result in some of the stockholders receiving cash in lieu of fractional shares). Stockholders will receive cash in lieu of fractional shares based on today’s closing sales price of Sunesis’ common stock as quoted on the
NASDAQ Capital Market. American Stock Transfer and Trust Company, Sunesis’ transfer agent, will provide instructions to stockholders regarding the process for exchanging their shares and stock certificates. Upon completion of the reverse stock
split, there will be approximately 46 million shares of Sunesis’ common stock outstanding, excluding outstanding and unexercised stock options and warrants, subject to adjustment for fractional shares.
Additional information regarding the reverse stock split approved by stockholders can be found in
Sunesis’ definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2010.
About Sunesis
Pharmaceuticals
Sunesis is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for
the treatment of solid and hematologic cancers. Sunesis has built a highly experienced cancer drug development organization committed to advancing its lead product candidate, vosaroxin, in multiple indications to improve the lives of people with
cancer. For additional information on Sunesis, please visit
http://www.sunesis.com
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This press release contains forward-looking
statements, including statements related to Sunesis’ ability to meet and maintain the $1.00 minimum bid price required for continued listing on the NASDAQ Capital Market following the reverse stock split and any effect of the reverse stock
split on future market and shareholder interest in Sunesis and its common stock. Words such as “is intended to,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking
statements are based upon Sunesis’ current expectations. Forward-looking statements involve risks and uncertainties. Sunesis’ actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties related to Sunesis’ ability to comply with the continued listing requirements of and maintain its listing on the NASDAQ Capital
Market, need for substantial additional funding to complete the development and commercialization of vosaroxin, the risk that unfavorable economic and market conditions may make it more difficult and costly to raise additional capital, the risk that
Sunesis’ development activities for vosaroxin could be halted or significantly delayed for various reasons, the risk that Sunesis’ clinical studies for vosaroxin may not demonstrate safety or efficacy or lead to regulatory approval, the
risk that data to date and trends may not be predictive of future data or results, the risk that Sunesis’ nonclinical studies and clinical studies may not satisfy the requirements of the FDA or other regulatory agencies, risks related to the
conduct of Sunesis’ clinical trials, risks related to the manufacturing of vosaroxin, and the risk that Sunesis’ proprietary rights may not adequately protect vosaroxin. Risk factors related to Sunesis and its business are discussed under
“Risk Factors” and elsewhere in Sunesis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and other filings with the Securities and Exchange Commission. Sunesis expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
SUNESIS and the logo are trademarks of Sunesis Pharmaceuticals, Inc.