SNSS Sunesis Pharmaceuticals Inc

Item 8.01. Other Events.

On July 29, 2020, Sunesis Pharmaceuticals, Inc., or Sunesis, entered into an underwriting agreement, an Underwriting Agreement, with Oppenheimer & Co. Inc., or the Underwriter.  The Underwriting Agreement relates to the offering and sale of 52,173,913 shares of Sunesis’ common stock, or the Offering. The purchase price of each share of common stock to be paid by the Underwriter is $0.2162 and the price to the public is $0.23 per share. The Offering is expected to result in gross proceeds to Sunesis of approximately $12 million.

Under the terms of the Underwriting Agreement, Sunesis also granted the Underwriter an option exercisable for 30 days to purchase up to an additional 7,826,086 shares of common stock at the public offering price, less underwriting discounts and commissions.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-218607), including the prospectus dated November 21, 2017 contained therein, as the same has been supplemented.

The Offering is expected to close on July 31, 2020, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by Sunesis, customary conditions to closing, indemnification obligations of Sunesis and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, Sunesis and all of Sunesis’ directors and executive officers also agreed to not sell or transfer any common stock for 90 days after July 29, 2020 without first obtaining the consent of Oppenheimer & Co. Inc.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares of common stock in the Offering is attached as Exhibit 5.1 hereto.