Form 8-K - Current report

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): October 31, 2024

   

VIRACTA THERAPEUTICS, 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.)

2533 S. Coast Hwy. 101, Suite 210
Cardiff, California		92007
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (858) 400-8470

   

(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(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	VIRX	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 2.05. Costs Associated with Exit or Disposal Activities.

On October 31, 2024, Viracta Therapeutics, Inc. (the “Company”), committed to and implemented a reduction in force that impacted approximately 42% of the Company’s workforce.

The Company expects to recognize approximately $0.7 million in total expenses for severance and related benefits for employees impacted by the reduction in force, consisting primarily of severance payments and related benefits. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the reduction in force.

Additional details will be provided as applicable in the Company’s future filings with the Securities and Exchange Commission.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2024, each of Jane F. Barlow, M.D., Jane Chung, R.Ph., Sam Murphy, Ph.D., and Stephen Rubino, Ph.D. notified the Company of their respective resignation as a member of the Board of Directors (the “Board) of the Company, and from all committees of the Board on which they served, in each case effective as of October 31, 2024. In connection with such resignations, the Board reduced the number of authorized directors on the Board to six (6). Such directors’ decisions to voluntarily resign from the Board and the corresponding reduction in the size of the Board followed discussion among such directors and the remaining members of the Board and are intended to reduce costs, streamline operations, and bring the size of the Board more in-line with the Boards of other similarly sized companies. None of such directors’ resignations are the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

On November 6, 2024, the Company issued a press release announcing the reduction in force and the reduction in the size of the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

Certain of the statements made in this report are forward looking, such as those, among others, relating to the expected total expenses related to the reduction in force. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk that the expenses related to the reduction in force may be greater than anticipated. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024 and in its subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements which are current only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
99.1		Press Release, dated November 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.


			Viracta Therapeutics, Inc.

Date:	November 6, 2024	By:	/s/ Michael Faerm
			Michael Faerm Chief Financial Officer

Exhibit 99.1

Viracta Therapeutics Announces Reprioritization of Resources to Enhance Focus on Nana-val Development Program in Patients with Relapsed or Refractory EBV-Positive Peripheral T-Cell Lymphoma

Company implementing 42% reduction in force and resizing its Board of Directors to six seats from ten

SAN DIEGO, November 6, 2024 – Viracta Therapeutics, Inc. (Nasdaq: VIRX), a clinical-stage precision oncology company focused on the treatment and prevention of virus-associated cancers that impact patients worldwide, today announced that the company has implemented a reprioritization of resources intended to enhance the company’s focus on its Nana-val development program in patients with relapsed or refractory (R/R) EBV-positive peripheral T-cell lymphoma (PTCL).

To further align resources with current pipeline priorities, Viracta is announcing today that it has implemented a further reduction in force that impacts approximately 42% of the company’s employees. Viracta expects to recognize approximately $0.7 million in total expenses for severance and related benefits for employees impacted by the reduction in force.

“The initiatives that we are announcing today will enable us to conserve resources as we efficiently advance our Nana-val program towards a potential NDA submission for R/R EBV-positive PTCL, our lead indication,” stated Mark Rothera, President and Chief Executive Officer of Viracta. “While these actions are necessary, they unfortunately impact our team. I would like to express my gratitude to the employees who are affected by this very difficult decision for their unwavering dedication to Viracta and its mission.”

Viracta also announced a reduction in the size of its Board of Directors, from ten seats to six following the voluntary resignation of four directors, Jane F. Barlow, M.D., Jane Chung, R.Ph., Sam Murphy, Ph.D. and Stephen Rubino, Ph.D., effective October 31, 2024. The resizing followed discussion among such directors and the remaining members of the Board and is intended to reduce costs, streamline operations, and bring the size of Viracta’s Board more in line with the Boards of other similarly sized companies. Following the downsizing, Viracta’s Board will consist of Roger J. Pomerantz, M.D. (Chairman), Flavia Borellini, Ph.D., Thomas E. Darcy, CPA, Mark Rothera, Ivor Royston, M.D. and Barry J. Simon, M.D.

Roger J. Pomerantz, M.D., Chairman of Viracta’s Board, stated, “Viracta has adjusted its organization to further focus on the advancement of Nana-val in EBV-positive cancers while reducing cash burn. In line with these actions, I have worked with my fellow Board members to right-size Board membership, while ensuring strong continued governance and maintaining the appropriate capabilities and experience for our journey ahead. I would like to acknowledge the departing directors – Jane, Stephen, Sam and Jane - and thank them for their invaluable insights and contributions.”

About Viracta Therapeutics, Inc.
Viracta is a clinical-stage precision oncology company focused on the treatment and prevention of virus-associated cancers that impact patients worldwide. Viracta’s lead product candidate is an all-oral combination therapy of its proprietary investigational drug, nanatinostat, and the antiviral agent valganciclovir (collectively referred to as Nana-val). Nana-val is currently being evaluated in multiple ongoing clinical trials, including a potentially registrational, global, multicenter, open-label Phase 2 basket trial for the treatment of multiple subtypes of relapsed or refractory (R/R) Epstein-Barr virus-positive (EBV+) lymphoma (NAVAL-1), as well as a multinational, open-label Phase 1b/2 clinical trial for the treatment of patients with recurrent or metastatic (R/M) EBV+ nasopharyngeal carcinoma (NPC) and other advanced EBV+ solid tumors. Viracta is also pursuing the application of its “Kick and Kill” approach in other virus-related cancers.

For additional information, please visit www.viracta.com.

Forward-Looking Statements

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This communication contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the company’s focus on its Nana-val development program, the details, timeline and expected progress for Viracta's ongoing and anticipated clinical trials, Viracta’s clinical focus and strategy, the reduction in force and the expected total expenses related thereto, and expectations regarding the Company’s cash runway, generally and the impact of the reduction in force thereon. Risks and uncertainties related to Viracta that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to: Viracta's ability to successfully enroll patients in and complete its ongoing and planned clinical trials; Viracta's plans to develop and commercialize its product candidates, including all oral combinations of nanatinostat and valganciclovir; the timing of initiation of Viracta's planned clinical trials; the timing of the availability of data from Viracta's clinical trials; previous preclinical and clinical results may not be predictive of future clinical results; the timing of any planned investigational new drug application or new drug application; Viracta's plans to research, develop, and commercialize its current and future product candidates; the clinical utility, potential benefits, and market acceptance of Viracta's product candidates; Viracta's ability to manufacture or supply nanatinostat, valganciclovir, and pembrolizumab for clinical testing; and Viracta's estimates regarding its ability to fund ongoing operations into 2025, future expenses, capital requirements, and need for additional financing in the future.

If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption "Risk Factors" and elsewhere in Viracta's reports and other documents that Viracta has filed, or will file, with the SEC from time to time and available at www.sec.gov.

The forward-looking statements included in this communication are made only as of the date hereof. Viracta assumes no obligation and does not intend to update these forward-looking statements, except as required by law or applicable regulation.

Investor Relations Contact:
Michael Faerm
Chief Financial Officer
Viracta Therapeutics, Inc.
ir@viracta.com

SOURCE Viracta Therapeutics, Inc.

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Document And Entity Information	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity Registrant Name	Viracta Therapeutics, Inc.
Entity Central Index Key	0001061027
Entity Emerging Growth Company	false
Entity File Number	000-51531
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3295878
Entity Address, Address Line One	2533 S. Coast Hwy. 101, Suite 210
Entity Address, City or Town	Cardiff
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92007
City Area Code	(858)
Local Phone Number	400-8470
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VIRX
Security Exchange Name	NASDAQ