- Current report filing (8-K)
April 20 2009 - 6:18AM
Edgar (US Regulatory)
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):
April 14, 2009
SUNESIS
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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395 Oyster Point Boulevard, Suite 400
South
San Francisco, California
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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
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(Former
name or former address, if changed since last
report.)
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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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Sunesis
Pharmaceuticals, Inc. (the “Company”) reported today that it received a letter,
dated April 14, 2009, from the Listing Qualifications Department of The NASDAQ
Stock Market notifying the Company that it does not comply with the $10.0
million minimum stockholders' equity requirement for continued listing on The
NASDAQ Global Market set forth in NASDAQ Marketplace Rule 5450(b)(1)(A).
NASDAQ's determination was based on a review of the Company's Annual Report on
Form 10-K for the period ended December 31, 2008. At that time, the Company’s
stockholders’ equity was reported at $6.5 million. Since that time,
the Company announced an up to $43.5 million financing, of which the first $10.0
million was received on April 3, 2009 upon the issuance of shares of the
Company’s Series A preferred stock and warrants and the remainder of which may
be issued by the Company, subject to approval by the Company’s stockholders,
upon the satisfaction of a certain clinical milestone and the Company’s common
stock trading above a specified floor price or upon approval by a majority of
the investors in the private placement, among other conditions. While
the Company does not anticipate that it will meet the $10.0 million of
stockholders’ equity continued listing requirement as of March 31, 2009 on a
GAAP or pro-forma basis after giving effect to the $10.0 million private
placement, the amount of the shortfall depends on the net proceeds from the
initial closing of the private placement, the amount of the restructuring charge
from the Company’s reduction in force on March 31, 2009 and the
application of GAAP to the terms of the newly issued securities, which the
Company is in the process of analyzing.
As
provided in the NASDAQ rules, the Company has the opportunity to submit to
NASDAQ a specific plan and timeline to achieve and sustain compliance. The
Company intends to submit in a timely manner to the NASDAQ Staff a plan to
continue listing on The NASDAQ Global Market. There is no assurance that NASDAQ
will accept the Company’s plan to satisfy the stockholders’ equity
requirement.
If, after
the completion of its review, NASDAQ determines that the Company has not
presented a plan that adequately addresses the stockholders' equity issue,
NASDAQ will provide written notice that the Company's securities will be subject
to delisting from The NASDAQ Global Market. In that event, the
Company may either apply for listing on The NASDAQ Capital Market, provided it
meets the continued listing requirements of that market, or appeal the decision
to a NASDAQ Listing Qualifications Panel. In the event of an appeal, the
Company's securities would remain listed on The NASDAQ Global Market pending a
decision by the Panel following the hearing.
The
Company issued a press release on April 17, 2009 disclosing its receipt of the
NASDAQ letter. A copy of the press release is attached hereto as Exhibit
99.1.
Item 9.01
Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
release, dated April 17, 2009, entitled “Sunesis Pharmaceuticals Receives
NASDAQ Notification.”
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SIGNATURE
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, thereunto
duly authorized.
Dated: April
17, 2009
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SUNESIS
PHARMACEUTICALS, INC.
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By:
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/s/ Eric Bjerkholt
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Eric
H. Bjerkholt
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Senior
Vice President, Corporate Development and Finance, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release, dated April 17, 2009, entitled “Sunesis Pharmaceuticals Receives
NASDAQ Notification.”
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