Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 11, 2011, Sunesis
Pharmaceuticals, Inc., or we or the Company, entered into a Controlled Equity Offering
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sales agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, as agent
and/or principal, pursuant to which we may issue and sell shares of our common stock par value $0.0001 per share. On each of April 10, 2013 and March 12, 2015, we amended the Sales Agreement to primarily provide for an increase in the
offering sales price under the Sales Agreement. The Sales Agreement, as amended, provides that we may sell shares of our common stock having an aggregate offering price of up to $30 million. As of November 7, 2017, common stock for aggregate
gross proceeds of $3,494,019, or the ATM Balance, remained available under the Sales Agreement, as amended.
On November 7, 2017, we
entered into a third amendment to the Sales Agreement, or Amendment No. 3 to Sales Agreement, to primarily provide for an increase in the aggregate offering price under the Sales Agreement, such that as of November 7, 2017, we may sell
common stock with an aggregate offering price of $45.0 million under the Sales Agreement, as amended, including the ATM Balance.
Under
the Sales Agreement, as amended, Cantor may sell our common stock by methods deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales
made directly on The NASDAQ Stock Market on any other existing trading market for the Common Stock or to or through a market maker. In addition, under the Sales Agreement, as amended, Cantor may sell our common stock by any other method permitted by
law, including in privately negotiated transactions. We may instruct Cantor not to sell our common stock if the sales cannot be effected at or above the price designated by us from time to time.
We will pay Cantor a commission rate of up to 3.0% of the gross sales price per share of any common stock sold through Cantor as agent under
the sales agreement. We have also provided Cantor with customary indemnification and contribution rights.
The issuance and sale of shares
of our common stock by us under the Sales Agreement, as amended, is subject to the effectiveness of our registration statement on Form S-3, filed with the Securities and Exchange Commission, or the SEC, on June 8, 2017 (the New
Registration Statement). The ATM Balance shares are currently available for sale pursuant to our registration statement on Form S-3 (No. 333-195779) (the Prior Registration Statement). Upon the effectiveness of the New Registration
Statement, the offering of the ATM Balance Shares under the Prior Registration Statement will be deemed terminated and all shares of common stock (including the ATM Balance shares) will be offered and sold pursuant to the New Registration Statement.
We cannot make assurances as to if or whether this registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement.
The foregoing description of the Sales Agreement, as amended, is not complete and is qualified in its entirety by reference to the full text
of (i) the Sales Agreement, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 11, 2011, (ii) Amendment No. 1 to Sales Agreement, dated April 10, 2013, between the Company and
Cantor, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 10, 2013, (iii) Amendment No. 2 to Sales Agreement, dated March 12, 2015, between the Company and Cantor, a copy of
which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 12, 2015, and (iv) Amendment No. 3 to Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.