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): July 28, 2020

 

SUNESIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51531

 

94-3295878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

395 Oyster Point Boulevard, Suite 400

South San Francisco, California

 

94080

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

Not Applicable

(Former name or former address, if changed since last report.)

 

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

SNSS

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 1.02.

Termination of a Material Definitive Agreement.

On July 28, 2020, Sunesis Pharmaceuticals, Inc. (the “Company”) executed a payoff letter to repay in full all outstanding indebtedness and terminate all commitments and obligations under its term loan agreement dated April 26, 2019, as amended (“Loan Agreement”), with Silicon Valley Bank (“SVB”).  Under the payoff letter, the Company has agreed to pay to SVB approximately $5.7 million, which will satisfy all of the Company’s debt obligations, including a final payment equal to 4% of the original principal amount of the borrowing.   The material terms of the Loan Agreement are described in the Company’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 7, 2020.

The foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Loan Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2019, and is incorporated herein by reference.

 

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2020, the Company filed a preliminary prospectus supplement with the SEC in which it disclosed that on a preliminary unaudited basis, the Company, estimates that its cash and cash equivalents as of June 30, 2020 to be approximately $17.7 million, which excludes restricted cash of $5.5 million. The estimate is preliminary estimate based on currently available information and does not present all necessary information for a complete understanding of the Company’s financial condition as of June 30, 2020 or the Company’s results of operations for the three and six months ended June 30, 2020.

The information in this Item 2.02 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 


SIGNATURES

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 hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

SUNESIS PHARMACEUTICALS, INC.

 

 

 

 

Dated: July 28, 2020

 

 

 

By:

 

/s/ Dayton Misfeldt

 

 

 

 

 

 

Dayton Misfeldt

 

 

 

 

 

 

Interim Chief Executive Officer (Principal Executive and Principal Financial Officer)

 

       

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