As filed with the Securities and Exchange Commission on April 2, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VIRACTA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3295878
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2533 S Coast Hwy 101, Suite 210
Cardiff, California 92007
(858) 400-8470
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2021 Equity Incentive Plan
2011 Employee Stock Purchase Plan
2016 Equity Incentive Plan
(Full title of the plan)
Ivor Royston, M.D.
President and Chief Executive Officer
Viracta Therapeutics, Inc.
2533 S Coast Hwy 101, Suite 210
Cardiff, California 92007
(858) 400-8470
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Martin J. Waters
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real
San
Diego, CA 92130
(858) 350-2300
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Daniel Chevallard
Chief Operating Officer and Chief Financial Officer
Viracta Therapeutics, Inc.
2533 S Coast Hwy 101, Suite 210
Cardiff, California 92007
(858) 400-8470
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the Viracta Therapeutics, Inc. 2021 Equity Incentive Plan
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3,199,999(2)
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$8.70(3)
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$27,839,992
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$3,038
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the Viracta Therapeutics, Inc. 2011 Employee Stock Purchase Plan
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51,738(4)
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$7.395(5)
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$382,603
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$42
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to options outstanding under the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan
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2,151,303(6)
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$1.14(7)
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$2,452,486
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$268
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TOTAL:
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5,403,040
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$30,675,081
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$3,348
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the Viracta Therapeutics, Inc. 2021 Equity Incentive Plan (the 2021 Plan), the Viracta Therapeutics, Inc. 2011
Employee Stock Purchase Plan (the 2011 ESPP) and the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan (the Viracta Subsidiary Plan) by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Represents 2,954,724 shares of common stock reserved for issuance under the 2021 Plan as of the date of this
Registration Statement and up to an additional 245,275 shares of common stock that may become issuable under the 2021 Plan pursuant to its terms as a result of forfeited or terminated awards under the prior 2011 Sunesis Pharmaceuticals, Inc. Equity
Incentive Plan (the 2011 Plan) or the Viracta Subsidiary Plan.
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(3)
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Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the total
registration fee on the basis of $8.70 per share, which represents the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Capital Market on March 26, 2021.
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(4)
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Represents 51,738 shares of common stock reserved for issuance pursuant to future awards as a result of the
annual evergreen increase under the 2011 ESPP.
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(5)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of 85% of $8.70, which represents the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Capital Market on March 26, 2021. Pursuant to the 2011 ESPP, the purchase price of the shares of
common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.
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(6)
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Represents 2,151,303 shares of common stock reserved for issuance under the Viracta Subsidiary Plan, which was
assumed by the Registrant. No additional awards will be made under the Viracta Subsidiary Plan.
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(7)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of $1.14, the weighted average price per share of outstanding stock option awards under the Viracta Subsidiary Plan.
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