SEC FILE NUMBER
000-51531
   
 
CUSIP NUMBER
867328502 
   
   
 
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
 
     
   
For Period Ended: 12/31/2008
   
¨   Transition Report on Form 10-K
   
¨   Transition Report on Form 20-F
   
¨   Transition Report on Form 11-K
   
¨   Transition Report on Form 10-Q
   
¨   Transition Report on Form N-SAR
   
   
For the Transition Period Ended:                                                              
 
 
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.
 
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
 
 
SUNESIS PHARMACEUTICALS, INC.
Full Name of Registrant
 
Former Name if Applicable
 
395 Oyster Point Boulevard, Suite 400
South San Francisco, California 94080
Address of Principal Executive Office, City, State and Zip Code
 
 
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)
 
           
x    
 
(a)
 
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
 
(b)
 
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
   
 
(c)
 
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
   
 
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)
Name and telephone number of person to contact in regard to this notification
 
Eric H. Bjerkholt
    
  
(650) 266-3500
(Name)
    
  
(Telephone Number)
 
(2)
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
   
 
 
 
(3)
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
 
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
 
   
December 31
   
December 31
 
   
2008
   
2007
 
ASSETS
       
(Note 1)
 
             
Current assets:
           
Cash and cash equivalents
  $ 6,296,942     $ 11,726,126  
Marketable securities
    4,321,844       35,957,933  
Prepaids and other current assets
    934,429       945,583  
Total current assets
    11,553,215       48,629,642  
                 
Property and equipment, net
    612,241       4,238,498  
Assets held-for-sale
    470,547       -  
Deposits and other assets
    147,826       377,798  
Total assets
  $ 12,783,829     $ 53,245,938  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable and other accrued liabilities
  $ 4,207,923     $ 4,515,426  
Accrued compensation
    537,215       2,225,868  
Current portion of deferred rent
    1,409,513       -  
Current portion of deferred revenue
    27,083       1,227,031  
Current portion of equipment financing
    -       953,940  
Total current liabilities
    6,181,734       8,922,265  
                 
Non current portion of equipment financing
    -       1,352,684  
Non-current portion of deferred rent
    110,919       1,576,734  
Total liabilities
    6,292,653       11,851,683  
                 
Stockholders' equity:
               
Common stock
    3,441       3,437  
Additional paid-in capital
    322,671,604       320,579,240  
Deferred stock-based compensation
    -       (251,601 )
Accumulated other comprehensive income
    7,841       69,262  
Accumulated deficit
    (316,191,710 )     (279,006,083 )
Total stockholders' equity
    6,491,176       41,394,255  
                 
Total liabilities and stockholders' equity
  $ 12,783,829     $ 53,245,938  
 
Note 1: 
 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.
 
 
SUNESIS PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Three months ended
December 31,
   
Twelve months ended
December 31,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Revenue:
                       
Collaboration revenue
  $ 12,500     $ 1,796,708     $ 4,917,340     $ 9,163,513  
License revenue
    -       250,000       500,000       500,000  
Total revenues
    12,500       2,046,708       5,417,340       9,663,513  
                                 
Operating expenses:
                               
Research and development
    4,617,239       8,268,413       26,285,294       36,060,470  
General and administrative
    2,195,211       2,820,543       11,524,198       13,569,578  
Restructuring and impairment charges
    393,158       345,426       5,782,903       1,563,274  
Total operating expenses
    7,205,608       11,434,382       43,592,395       51,193,322  
                                 
Loss from operations
    (7,193,108 )     (9,387,674 )     (38,175,055 )     (41,529,809 )
                                 
Interest income
    60,649       661,381       929,114       2,971,666  
Interest expense
    (17,224 )     (57,631 )     (171,308 )     (209,885 )
Other income, net
    222,551       5,949       231,622       7,108  
Net loss
  $ (6,927,132 )   $ (8,777,975 )   $ (37,185,627 )   $ (38,760,920 )
                                 
Basic and diluted loss per share
  $ (0.20 )   $ (0.26 )   $ (1.08 )   $ (1.20 )
                                 
Shares used in computing basic and
diluted loss per share
    34,404,578       34,336,345       34,387,177       32,340,203  
 
 
 
 
SUNESIS PHARMACEUTICALS, INC.
(Name of Registrant as Specified in Charter)
 
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
             
Date
 
April 1, 2009
  
By 
  
/s/ Eric H. Bjerkholt
 
  
 
  
 
  
Eric H. Bjerkholt
Senior Vice President, Corporate Development and Finance, CFO
 
 
 
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