- Current report filing (8-K)
July 02 2009 - 4:31PM
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):
June 29, 2009
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51531
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94-3295878
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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395 Oyster Point Boulevard, Suite 400
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
June 29, 2009, Sunesis Pharmaceuticals, Inc. (the Company) entered into an agreement (the Agreement) to amend certain documents executed in connection with the private placement of the Companys securities (the
Private Placement) previously described in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2009 (the Prior Current Report). The Agreement was entered into with
the accredited investors and members of management who purchased the Companys securities in the Private Placement (the Investors), and amends that certain Securities Purchase Agreement, dated as of March 31, 2009, by and among
the Company and the Investors (the Purchase Agreement), and that certain Investor Rights Agreement, dated as of April 3, 2009, by and among the Company and the Investors (the Rights Agreement). The description of the
Purchase Agreement in Item 1.01 under the heading Securities Purchase Agreement in the Prior Current Report is incorporated herein by reference, and the description of the Rights Agreement in Item 1.01 under the heading
Investor Rights Agreement in the Prior Current Report is also incorporated herein by reference.
The Agreement amends the
Purchase Agreement and the Rights Agreement to clarify that in the event that an Investor wishes to sell or transfer its shares of Series A Preferred Stock, it must transfer the rights and obligations under the Purchase Agreement and the Rights
Agreement with such shares. In addition, the Agreement amends the Rights Agreement to require approval by the Companys Board of Directors, in the event that approval by the Companys Board of Directors is not otherwise required by
statute, of a transaction that constitutes a Change of Control event that would trigger payment of the liquidation preference contained in the Companys Certificate of Designation of the Series A Preferred Stock, as described in the
Prior Current Report in Item 1.01 under the heading Terms of the Series A Preferred Stock Liquidation Preference.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibit
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Description
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10.1
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Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated as of June 29, 2009, by and among the Company and the investors identified on the signature pages
thereto.
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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.
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SUNESIS PHARMACEUTICALS, INC.
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Dated: July 2, 2009
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By:
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/s/ Daniel N. Swisher, Jr.
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Daniel N. Swisher, Jr.
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated as of June 29, 2009, by and among the Company and the investors identified on the signature pages
thereto.
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