Sunesis Announces Pricing of a $43.0 Million Public Offering of Common Stock and Warrants
February 27 2014 - 7:30AM
Sunesis Pharmaceuticals, Inc. (Nasdaq:SNSS) today announced the
pricing of an underwritten public offering of 4,650,000 shares of
common stock together with two warrants to purchase one share of
the company's common stock. The public offering price of each share
of common stock and two accompanying warrants was $9.25, resulting
in gross proceeds to the company of $43.0 million. Net proceeds are
expected to be approximately $40.0 million, after deducting the
underwriting discount and estimated offering expenses payable by
Sunesis. If exercised in full, the warrants could result in
additional net financing proceeds to Sunesis of $95.3 million. The
offering is expected to close on or about March 4, 2014, subject to
customary closing conditions.
The per share exercise price of the first warrants (Series A
warrants) is $8.50 and the per share exercise price of the second
warrants (Series B warrants) is $12.00. The Series A and Series B
warrants may be exercised at any time on or after the unblinding
date, which is the date on which data from Sunesis' VALOR trial, a
Phase 3 pivotal clinical trial of vosaroxin in combination with
cytarabine in patients with relapsed or refractory acute myeloid
leukemia, is first publicly announced by the company. The Series A
warrants are exercisable until the later of (a) 30 days after the
unblinding date (but in no event later than March 4, 2016), or (b)
December 4, 2014. The Series B warrants are exercisable until the
later of (a) 30 days following the PDUFA date, which is the final
date assigned by the FDA as the Prescription Drug User Fee Act
action date for vosaroxin (but in no event later than March 4,
2016), or (b) September 4, 2015.
Cowen and Company, LLC and Cantor Fitzgerald & Co. are
acting as Joint Book-Running Managers in this offering.
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") and declared
effective on April 30, 2013. A final prospectus supplement related
to the offering is being filed with the SEC and will be available
on the SEC's website at http://www.sec.gov. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the offering may be obtained on the SEC's website or from the
offices of Cowen and Company, LLC c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone:
631-274-2806, Fax: 631-254-7140; or Cantor Fitzgerald & Co. 499
Park Avenue, New York, NY 10022, Telephone: 212-829-7122.
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 focused on the
development and commercialization of new oncology therapeutics for
the treatment of solid and hematologic cancers. Sunesis has built a
highly experienced cancer drug development organization committed
to advancing its lead product candidate, vosaroxin, in multiple
indications to improve the lives of people with cancer. For
additional information on Sunesis, please visit
http://www.sunesis.com.
SUNESIS and the logos are trademarks of Sunesis Pharmaceuticals,
Inc.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements that are subject to a number of risks
and uncertainties related to Sunesis' expectations with respect to
the completion, timing and size of the proposed public offering.
Words such as "anticipate," "believe," "expect," "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 offering, as well as
risks and uncertainties inherent in our business, including whether
additional funding will be available to complete the development
and commercialization of vosaroxin, risks related to Sunesis'
ability to raise the capital that it believes to be accessible and
is required to fully finance the development and commercialization
of vosaroxin, the risk that raising funds through lending
arrangements may restrict our operations or produce other adverse
results, the risk that Sunesis' development activities for
vosaroxin could be otherwise halted or significantly delayed for
various reasons, the risk that Sunesis' clinical studies for
vosaroxin may not demonstrate safety or efficacy or lead to
regulatory approval, the risk that data to date and trends may not
be predictive of future data or results, the risk that Sunesis'
nonclinical studies and clinical studies may not satisfy the
requirements of the FDA, European Commission or other regulatory
agencies, risks related to the conduct of Sunesis' clinical trials,
risks related to the manufacturing of vosaroxin and supply of the
active pharmaceutical ingredients required for the conduct of
Sunesis' clinical trials, the risk of third party opposition to
granted patents related to vosaroxin, and the risk that Sunesis'
proprietary rights may not adequately protect vosaroxin. These and
other risk factors are discussed under "Risk Factors" and elsewhere
in Sunesis' Annual Report on Form 10-K for the year ended December
31, 2012, Sunesis' Quarterly Report on Form 10-Q for the quarter
ended September 30, 2013 and Sunesis' other filings with the
Securities and Exchange Commission. There can be no assurance that
Sunesis will be able to complete the public offering 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.
CONTACT: Investor and Media Inquiries:
David Pitts
Argot Partners
212-600-1902
Eric Bjerkholt
Sunesis Pharmaceuticals Inc.
650-266-3717
Sunesis Pharmaceuticals (NASDAQ:SNSS)
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