Amended Current Report Filing (8-k/a)
March 23 2021 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2021
VIRACTA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51531
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94-3295878
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2533 S Coast Hwy 101, Suite 210
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92007
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Cardiff, California
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value
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VIRX
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The Nasdaq Stock Market LLC
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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. ☐
Explanatory Note
As previously reported on February 24, 2021, Viracta Therapeutics, Inc., formerly known as Sunesis Pharmaceuticals, Inc. (the “Company”)
completed its business combination with Viracta Subsidiary, Inc., formerly known as Viracta Therapeutics, Inc. (“Viracta Subsidiary”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated
November 29, 2020 (the “Merger Agreement”), by and among the Company, Sol Merger Sub, Inc. (“Merger Sub”), and Viracta Subsidiary, pursuant to which Merger Sub merged with and into Viracta Subsidiary, with Viracta Subsidiary
surviving as a wholly owned subsidiary of the Company (the “Merger”). This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on February 24, 2021 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with
the Original Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The
financial statements required by Item 9.01(a) and the notes related thereto are filed as Exhibit 99.1 to this report.
(b) Pro Forma Financial
Information
The pro forma financial information required by Item 9.01(b) and the notes related thereto are filed as Exhibit 99.2 to this report.
(d) Exhibits
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 hereunto duly authorized.
Dated: March 23, 2021
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/s/ Daniel Chevallard
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Daniel Chevallard
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Chief Operating Officer and Chief Financial Officer
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