Item 1.01. Entry into a Material Definitive Agreement.
On February 27, 2014, Sunesis Pharmaceuticals, Inc., or the Company, entered
into an underwriting agreement, or the Underwriting Agreement, by and between
Cowen and Company LLC, as representative of the several underwriters, providing
for the issuance and sale of an aggregate of 4,650,000 shares of common stock,
par value $0.0001 per share, in combination with accompanying warrants to
purchase an aggregate of 9,300,000 shares of common stock. The common stock and
warrants are being sold in combination, with two warrants for each share of
common stock sold, a Series A warrant and a Series B warrant, each representing
the right to purchase one share of common stock. The purchase price for each
share of common stock and accompanying warrants is $9.25.
The purchase price to be paid by the underwriters to the Company for the common
stock and accompanying warrants will be $8.695. The closing of the offering is
expected to take place on March 4, 2014, subject to the satisfaction of
customary closing conditions. The Company estimates that the net proceeds from
the sale of common stock and accompanying warrants, excluding the proceeds, if
any, from the exercise of the warrants issued in the offering, will be
approximately $40.0 million after deducting the estimated underwriting discount
and estimated offering expenses payable by the Company.
The initial per share exercise price of the Series A warrants is $8.50 and the
per share exercise price of the Series B warrants is $12.00, each subject to
adjustment as specified in the warrants. 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 the Company's VALOR trial, a Phase 3 pivotal clinical trial of
vosaroxin in combination with cytarabine in patients with relapsed or refractory
acute myeloid leukemia, that is unblinded by the independent Data and Safety
Monitoring Board, is first publicly announced in a press release issued by the
Company. The Series A warrants are exercisable until the later of (a) the date
that is 30 calendar days after the unblinding date (but in no event no later
than March 4, 2016), or (b) December 4, 2014. The Series B warrants are
exercisable until the later of (a) the date that is 30 calendar days following
the PDUFA date, which is the final date assigned by the Food and Drug
Administration as the Prescription Drug User Fee Act action date for vosaroxin
(but in no event no later than March 4, 2016), or (b) September 4, 2015.
The Company will enter into a warrant agency agreement, or the Warrant Agency
Agreement, with American Stock Transfer & Trust Company, LLC, or the Warrant
Agent, pursuant to which the Warrant Agent will act as the Company's agent in
connection with the issuance, registration, transfer, exchange, exercise and
replacement of the warrants and the delivery of the shares of common stock upon
exercise of the warrants. The warrants will be issued in book-entry form.
The securities will be sold pursuant to a prospectus supplement dated
February 27, 2014 and an accompanying base prospectus dated April 30, 2013,
pursuant to our existing effective shelf registration statements on Form S-3
(File Nos. 333-187854 and 333-194166) previously filed with the Securities and
Exchange Commission. A copy of the opinion relating to the legality of the
issuance and sale of the securities in this offering is attached hereto as
The foregoing summaries of the terms of the Underwriting Agreement, the Series A
warrants, the Series B warrants, and the Warrant Agency Agreement are subject
to, and qualified in their entirety by, such documents attached herewith as
Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K
and are incorporated by reference herein.
This Current Report on Form 8-K contains forward-looking statements, including
statements regarding our expectations regarding the completion and anticipated
proceeds of the public offering, including whether the warrants issued in the
offering will be ultimately exercised. Words such as "estimate," "expected,"
"will" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon our current
expectations. Forward-looking statements involve risks and uncertainties. Our
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 and uncertainties
related to the satisfaction of the conditions to the closing of the public
offering. Risk factors related to us and our business are discussed under "Risk
Factors" and elsewhere in our preliminary prospectus supplement dated
February 26, 2014 with respect to the offering described above, Quarterly Report
on Form 10-Q for the quarter ended September 30, 2013 and other filings with the
Securities and Exchange Commission. The Company 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 our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated February 27, 2014, by and between
Sunesis Pharmaceuticals, Inc. and Cowen and Company, LLC.
4.1 Form of Series A Common Stock Purchase Warrant.
4.2 Form of Series B Common Stock Purchase Warrant.
4.3 Form of Warrant Agency Agreement by and between the Company and
American Transfer & Trust Company, LLC.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).