Sunesis Announces Pricing of $20 Million Offering of Securities
January 17 2019 - 9:58PM
Sunesis Pharmaceuticals, Inc. (NASDAQ: SNSS) today announced the
pricing of underwritten public offerings of (i) 23,000,000 shares
of its common stock and (ii) 17,000 shares of its non-voting Series
E Convertible Preferred Stock (“Series E Stock”). The public
offering price of each share of common stock is $0.50 and the
public offering price of each share of Series E Stock, convertible
into 1,000 shares of common stock, is $500.
Sunesis expects to receive combined gross
proceeds of approximately $20 million from these offerings, before
deducting the underwriting discounts and other estimated offering
expenses. Sunesis has granted the underwriters a 30 day option to
purchase up to an additional 3,450,000 shares of common stock to
cover over-allotments, if any. These offerings are expected to
close on or about January 23, 2019, subject to customary closing
conditions.
Each share of non-voting Series E Stock is
convertible into 1,000 shares of Sunesis common stock, provided
that conversion will be prohibited if, as a result, the holder and
its affiliates would own more than 9.98% of the total number of
shares of Sunesis common stock then outstanding (the “Beneficial
Ownership Limitation”); provided, however, that a holder may, upon
written notice to the Company, elect to increase or decrease the
Beneficial Ownership Limitation (not to exceed the limits under
Nasdaq Marketplace Rule 5635(b), to the extent applicable). Sunesis
anticipates using the net proceeds from the proposed offerings to
fund ongoing development of vecabrutinib, ongoing research and
development, debt amortization, and general corporate purposes.
Wells Fargo Securities, LLC and Oppenheimer
& Co. Inc. are acting as joint book-running managers in these
proposed offerings.
The securities described above are being offered
by Sunesis pursuant to a shelf registration statement previously
filed with the Securities and Exchange Commission (the "SEC"),
which the SEC declared effective on November 21, 2017. A
preliminary prospectus supplement related to each of the offerings
has been, and a final prospectus supplement related to each of the
offerings will be, filed with the SEC and will be available on the
SEC's website at http://www.sec.gov. Copies of the preliminary and
final prospectus supplements and the accompanying prospectus
relating to these offerings, when available, may be obtained on the
SEC's website or from the offices of Wells Fargo Securities, LLC,
Attention: Equity Syndicate Department, 375 Park Avenue, New York,
New York 10152, or by email at cmclientsupport@wellsfargo.com, or
by telephone at (800) 326-5897; or from Oppenheimer & Co. Inc.,
Attention: Syndicate Prospectus Department, 85 Broad Street, 26th
Floor, New York, New York 10004, by telephone at 212-667-8055, or
by email at EquityProspectus@opco.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Sunesis
Pharmaceuticals
Sunesis is a biopharmaceutical company
developing new therapeutics for the treatment of hematologic and
solid cancers. Sunesis has built an experienced drug development
organization committed to improving the lives of people with
cancer. The Company is focused on advancing its novel kinase
inhibitor pipeline, with an emphasis on its oral non-covalent BTK
inhibitor vecabrutinib. Vecabrutinib is currently being evaluated
in a Phase 1b/2 study in adults with chronic lymphocytic leukemia
and other B-cell malignancies that have progressed after prior
therapies.
SUNESIS and the logos are trademarks
of Sunesis Pharmaceuticals, Inc.
Forward-Looking Statements
This press release contains forward-looking
statements, including statements related to the anticipated gross
proceeds from the proposed offerings and expectations regarding the
completion, timing and use of proceeds of Sunesis’ proposed
offerings. Words such as "may," “intend,” “will,” “potential,” 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 related to
market conditions and the satisfaction of customary closing
conditions related to the proposed offerings. These and other risk
factors are discussed under "Risk Factors" and elsewhere in
Sunesis' Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018 and Sunesis' other filings with the Securities
and Exchange Commission. There can be no assurance that Sunesis
will be able to complete the proposed offerings on the anticipated
terms, or at all. 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 Sunesis' expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
Investor and Media
Inquiries: |
|
Maeve Conneighton |
Willie Quinn |
Argot Partners |
Sunesis Pharmaceuticals
Inc. |
212-600-1902 |
650-266-3716 |
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