SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August11, 2011, Sunesis Pharmaceuticals, Inc., or we or the Company, entered into a Controlled Equity OfferingSMsales agreement, or the Sales Agreement, with Cantor Fitzgerald& Co., or Cantor, as agent and/or principal, to which we may issue and sell shares of our common stock par value $0.0001 per share. On each of April10, 2013 and March12, 2015, we amended the Sales Agreement to primarily provide for an increase in the offering sales price under the Sales Agreement. The Sales Agreement, as amended, provides that we may sell shares of our common stock having an aggregate offering price of up to $30 million. As of November7, 2017, common stock for aggregate gross proceeds of $3,494,019, or the ATM Balance, remained available under the Sales Agreement, as amended.
On November7, 2017, we entered into a third amendment to the Sales Agreement, or Amendment No.3 to Sales Agreement, to primarily provide for an increase in the aggregate offering price under the Sales Agreement, such that as of November7, 2017, we may sell common stock with an aggregate offering price of $45.0 million under the Sales Agreement, as amended, including the ATM Balance.
Under the Sales Agreement, as amended, Cantor may sell our common stock by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on The NASDAQ Stock Market on any other existing trading market for the Common Stock or to or through a market maker. In addition, under the Sales Agreement, as amended, Cantor may sell our common stock by any other method permitted by law, including in privately negotiated transactions. We may instruct Cantor not to sell our common stock if the sales cannot be effected at or above the price designated by us from time to time.
We will pay Cantor a commission rate of up to 3.0% of the gross sales price per share of any common stock sold through Cantor as agent under the sales agreement. We have also provided Cantor with customary indemnification and contribution rights.
The issuance and sale of shares of our common stock by us under the Sales Agreement, as amended, is subject to the effectiveness of our registration statement onForm S-3,filed with the Securities and Exchange Commission, or the SEC, on June8, 2017 (the “New Registration Statement”). The ATM Balance shares are currently available for sale to our registration statement on Form S-3 (No. 333-195779) (the “Prior Registration Statement”). Upon the effectiveness of the New Registration Statement, the offering of the ATM Balance Shares under the Prior Registration Statement will be deemed terminated and all shares of common stock (including the ATM Balance shares) will be offered and sold to the New Registration Statement. We cannot make assurances as to if or whether this registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement.
The foregoing description of the Sales Agreement, as amended, is not complete and is qualified in its entirety by reference to the full text of (i)the Sales Agreement, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August11, 2011, (ii)Amendment No.1 to Sales Agreement, dated April 10, 2013, between the Company and Cantor, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April10, 2013, (iii)Amendment No.2 to Sales Agreement, dated March12, 2015, between the Company and Cantor, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March12, 2015, and (iv)Amendment No.3 to Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
This Current Report onForm 8-Kshall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.01. | Financial Statements and Exhibits. |
SUNESIS PHARMACEUTICALS INC ExhibitEX-10.1 2 d489870dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SUNESIS PHARMACEUTICALS,…To view the full exhibit click here
About SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS)
Sunesis Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development and commercialization of its pipeline of oncology therapeutics for the treatment of solid and hematologic cancers. The Company offers QINPREZO (vosaroxin), which is a product candidate for the treatment of acute myeloid leukemia (AML). Vosaroxin is an anticancer quinolone derivative (AQD). The Company’s other kinase inhibitor pipeline include TAK-580, SNS-062 and SNS-229. TAK-580 is an oral, investigative drug selective for pan-Raf kinase inhibition, in patients with relapsed or refractory solid tumors. SNS-062 is a non-covalently binding inhibitor of Bruton’s tyrosine kinase (BTK). The Company has completed the pre-clinical studies for SNS-062. SNS-229 and SNS-510 are two PDK1 inhibitors. PDK1 is a kinase and mediator of Phosphoinositide 3-kinase/AKT (PI3K/AKT) signaling, which is a pathway involved in cell growth, differentiation, survival and migration.