- Notification that Annual Report will be submitted late (NT 10-K)
April 01 2009 - 3:33PM
Edgar (US Regulatory)
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SEC FILE
NUMBER
000-51531
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CUSIP NUMBER
867328502
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF LATE
FILING
(Check One):
x
Form 10-K
¨
Form 20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
¨
Form
N-CSR
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For Period Ended:
12/31/2008
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¨
Transition Report on
Form 10-K
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¨
Transition Report on
Form 20-F
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¨
Transition Report on
Form 11-K
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¨
Transition Report on
Form 10-Q
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¨
Transition Report on
Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information
contained herein.
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If the notification relates to a portion
of the filing checked above, identify the Item(s) to which the notification
relates:
PART I - REGISTRANT
INFORMATION
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SUNESIS PHARMACEUTICALS,
INC.
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Full Name of
Registrant
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Former Name if
Applicable
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395
Oyster Point Boulevard, Suite 400
South
San Francisco, California 94080
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Address of Principal Executive
Office, City, State and Zip Code
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PART II - RULES 12b-25(b) AND
(c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant
to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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x
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(a)
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The reasons described in
reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense;
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(b)
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The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or
other exhibit required by Rule 12b-25(c) has been attached if
applicable.
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PART III - NARRATIVE
State below in reasonable detail why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
On March 31, 2009,
Sunesis
Pharmaceuticals, Inc. (the “Company”)
entered into a securities purchase agreement with accredited investors,
including certain members of management, providing for a private placement of
Company securities of up to $43.5 million
(the “Private Placement”). The Private Placement includes up to $15.0 million of
units
consisting
of convertible preferred stock and warrants to purchase common stock
in
two closings. The initial closing for $10.0 million of units is
expected to close in the near term, subject to the satisfaction of customary
closing conditions.
Subject
to the approval of
the
Company’s
st
ockholders,
an additional $5.0
million of units may be sold in the second closing, which closing may occur at
the
Company’s
election
or at the election of the investors in the Private
Placement.
The Company may elect to hold the second closing if
the
achievement
of a specified milestone
with respect to
voreloxin
has occurred
and
the
Company’s
common
stock is trading above a specified floor price. If
the
Company has
not
delivered notice to the investors in the Private Placement of
its
election
to complete the second closing, or if the conditions for the second closing have
not been met, the investors may elect to purchase the units in the second
closing
by
delivering a notice to the C
ompany
of their election to purchase the units. Notice of an election to
complete the second closing, either by
the
Company
or
the investors in the Private Placement, must be delivered on or before the
earliest to occur of December 31, 2009, the
common
equity closing
described below or the occurrence of a qualifying alternative common stock
financing. Subject to the approval of
the
Company’s
stockholders,
the
remaining tranche of $28.5
million
of common stock may be sold in the
common
equity closing
.
The
common
equity closing
may
be completed at
the
Company’s
election prior to the earlier of December 31, 2010 and a qualifying alternative
common stock financing, or upon the election of t
he
holders of a majority of the convertible preferred stock
issued
in the Private Placement prior to a date determined with reference to
the
Company’s
cash balance at certain future dates. If
the
Company
elect
s
to
hold the
common
equity closing
, it
will be subject to the approval of the purchasers holding a majority of the
convertible
preferred stock
issued in the Private Placement and subject to a condition that
the
Company
sel
ls
at least $
28.5
million of common stock in the
common
equity closing
.
The Private Placement will be
substantially dilutive to existing stockholders.
If consummated, t
his transaction will have a material
impact on the Company’s disclosures surrounding its cash position and ability to
continue as a going concern. In light of the timing of the execution
of the securities purchase agreement, the Company has not had sufficient time or
resources to analyze and provide adequate disclosure of the Private Placement
along with the financial statement disclosures in its Annual Report on Form 10-K
by the required deadline without unreasonable effort and expense. The
Company expects the report of its independent
registered public accounting firm, Ernst & Young LLP, on the Company’s 2008
financial statements to include an explanatory paragraph expressing substantial
doubt about the Company’s ability to continue as a going concern whether or not the
announced Private Placement closes. The Company intends to file its
Annual Report on Form 10-K as soon as practicable, and in any event within the
15 day extension period afforded by Rule 12b-25 under the Securities Exchange
Act of 1934, as amended.
(Attach Extra Sheets if
Needed)
PART IV - OTHER
INFORMATION
(1)
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Name and telephone number of
person to contact in regard to this
notification
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Eric
H. Bjerkholt
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(650) 266-3500
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(Name)
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(Telephone
Number)
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(2)
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Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to
file such report(s) been filed? If answer is no, identify
report(s).
x
Yes
¨
No
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(3)
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Is it anticipated that any
significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to
be included in the subject report or portion
thereof?
x
Yes
¨
No
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results cannot be
made.
The Company anticipates that the
consolidated statements of operations to be reported in the Annual Report on
Form 10-K will contain significant changes from its results of operations for
the year ended December 31, 2007. In particular,
the Company will report
a net loss of $6.9 million for the fourth quarter of 2008 and of $37.2 million
for the twelve-month period ended December 31, 2008, compared to a reported net
loss of $8.8 million and $38.8 million, respectively, for the three-month and
twelve-month periods ended December 31, 2007. No material revenue was
recorded in the fourth quarter of 2008, compared to $1.8 million in the fourth
quarter of the prior year. Revenue totaled $5.4 million for the year
ended December 31, 2008, compared to $9.7 million for year ended December 31,
2007.
Research and
development (“R&D”) expense was $4.6 million for the fourth quarter of 2008,
compared to $8.3 million for the same period in 2007. R&D expense
for the year ended December 31, 2008 totaled $26.3 million, compared to $36.1
million in 2007.
The ability of the Company to continue
as a going concern is dependent on obtaining additional financing to support its
working capital requirements. As described above, the Company announced today
the execution of an agreement with accredited investors, including certain
members of management, providing for a Private Placement of Company securities
of up to $43.5 million. The Private Placement would be substantially dilutive to
existing stockholders. There can also be no assurance that the Private Placement
will be consummated. Management expects to disclose risks about the Company’s
ability to raise additional capital and to continue as a going concern in the
event it is not able to raise additional capital, as well as risks related to
the initial closing of the Private Placement and any subsequent closing in its
Annual Report on Form 10-K. This Notification of Late filing on Form 12b-25
contains forward-looking statements, including statements regarding the
Company’s anticipated financial results and condition, its ability to consummate
an initial closing of the Private Placement or any subsequent closing and its
ability to complete the filing of its Annual Report on Form 10-K within the
extension period. These statements are based on current expectations as of the
date of this filing and involve a number of risks and uncertainties, which may
cause the results to differ materially from those indicated by these
forward-looking statements. These risks include, without limitation, risks
related to the Company’s ability to consummate the initial closing of the
Private Placement, the Company’s ability to consummate any subsequent closing of
the Private Placement, its ability complete its financial statements for the
year ended December 31, 2008 and other risks detailed in the Company’s filings
with the Securities and Exchange Commission, including those disclosed in its
Quarterly Report on Form 10-Q as of and for the three months ended September 30,
2008. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Notification of Late filing
on Form 12b-25. The Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date
hereof.
The following tables set forth certain
anticipated consolidated balance sheet and statements of operations data for the
Company for the years ended December 31, 2008 and 2007.
SUNESIS
PHARMACEUTICALS, INC.
CONSOLIDATED
BALANCE SHEETS
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December
31
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December
31
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2008
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2007
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ASSETS
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(Note
1)
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Current
assets:
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Cash and cash
equivalents
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$
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6,296,942
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$
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11,726,126
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Marketable
securities
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4,321,844
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35,957,933
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Prepaids and
other current assets
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934,429
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945,583
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Total current
assets
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11,553,215
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48,629,642
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Property and
equipment, net
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612,241
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4,238,498
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Assets
held-for-sale
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470,547
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-
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Deposits and
other assets
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147,826
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377,798
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Total
assets
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$
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12,783,829
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$
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53,245,938
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current
liabilities:
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Accounts
payable and other accrued liabilities
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$
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4,207,923
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$
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4,515,426
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Accrued
compensation
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537,215
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2,225,868
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Current
portion of deferred rent
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1,409,513
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-
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Current
portion of deferred revenue
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27,083
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1,227,031
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Current
portion of equipment financing
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-
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953,940
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Total current
liabilities
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6,181,734
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8,922,265
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Non current
portion of equipment financing
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-
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1,352,684
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Non-current
portion of deferred rent
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110,919
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1,576,734
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Total
liabilities
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6,292,653
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11,851,683
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Stockholders'
equity:
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Common
stock
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3,441
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3,437
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Additional
paid-in capital
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322,671,604
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320,579,240
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Deferred
stock-based compensation
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-
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(251,601
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Accumulated
other comprehensive income
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7,841
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69,262
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Accumulated
deficit
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(316,191,710
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(279,006,083
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Total
stockholders' equity
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6,491,176
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41,394,255
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Total
liabilities and stockholders' equity
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$
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12,783,829
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$
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53,245,938
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Note
1:
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The
consolidated balance sheet at December 31, 2007 has been derived from the
audited financial
statements at
that date included in the Company's Form 10-K for the fiscal year ended
December 31,
2007.
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SUNESIS
PHARMACEUTICALS, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
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Three months ended
December
31,
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Twelve months ended
December
31,
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2008
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2007
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2008
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2007
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Revenue:
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Collaboration
revenue
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$
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12,500
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$
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1,796,708
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$
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4,917,340
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$
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9,163,513
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License
revenue
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-
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250,000
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500,000
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500,000
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Total
revenues
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12,500
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2,046,708
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5,417,340
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9,663,513
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Operating
expenses:
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Research and
development
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4,617,239
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8,268,413
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26,285,294
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36,060,470
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General and
administrative
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2,195,211
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2,820,543
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11,524,198
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13,569,578
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Restructuring
and impairment charges
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393,158
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345,426
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5,782,903
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1,563,274
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Total
operating expenses
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7,205,608
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11,434,382
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43,592,395
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51,193,322
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Loss from
operations
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(7,193,108
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(9,387,674
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(38,175,055
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(41,529,809
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Interest
income
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60,649
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661,381
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929,114
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2,971,666
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Interest
expense
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(17,224
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(57,631
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(171,308
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(209,885
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Other income,
net
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222,551
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5,949
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231,622
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7,108
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Net
loss
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$
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(6,927,132
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$
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(8,777,975
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)
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$
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(37,185,627
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)
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$
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(38,760,920
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)
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Basic and
diluted loss per share
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$
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(0.20
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$
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(0.26
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)
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$
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(1.08
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)
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$
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(1.20
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)
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Shares used in
computing basic and
diluted loss
per share
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34,404,578
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34,336,345
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34,387,177
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32,340,203
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SUNESIS PHARMACEUTICALS,
INC.
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(Name of Registrant as Specified
in Charter)
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Has caused this notification to be
signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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April 1,
2009
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By
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/s/
Eric H.
Bjerkholt
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Eric H.
Bjerkholt
Senior Vice
President, Corporate Development and Finance,
CFO
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Sunesis Pharmaceuticals (NASDAQ:SNSS)
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