1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayrton
Capital LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
10,869,565*
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
10,869,565*
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,869,565*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.65%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* The ownership information above is as of the end of the
business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
10,869,565*
|
6.
|
SHARED
VOTING POWER
|
7.
|
SOLE
DISPOSITIVE POWER
10,869,565*
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,869,565*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.65%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
*The ownership information above is
as of the end of the business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Waqas
Khatri
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Pakistan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
10,869,565*
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
10,869,565*
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,869,565*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.65%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* The ownership information above
is as of the end of the business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
Sunesis
Pharmaceuticals, INC
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
395
Oyster Point Boulevard, Suite 400
|
|
|
South
San Francisco, California 94080
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
Ayrton
Capital LLC
Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B
|
|
|
Waqas
Khatri
|
|
|
|
|
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
Ayrton
Capital LLC
|
|
|
222
Broadway 19th Floor
|
|
|
New
York, New York 10038
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
Suite #7, Grand Pavilion Commercial Centre
802 West Bay Road
Grand Cayman
P.O. Box 10250
KY1-1003
Cayman Islands
|
|
|
|
|
|
Waqas
Khatri
c/o
Ayrton Capital LLC
222
Broadway, 19th Fl
New
York, NY 10038
|
|
|
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
Ayrton
Capital LLC – Delaware limited liability company
Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B- Cayman Islands
|
|
|
Waqas
Khatri – Pakistan
|
|
|
|
|
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
Common
Stock, $0.0001 par value
|
|
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
867328700
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a
|
|
(a)
|
|
[_]
|
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
|
[_]
|
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
|
[_]
|
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
|
[_]
|
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
(e)
|
|
[_]
|
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
|
[_]
|
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
|
[_]
|
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
|
[_]
|
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
|
|
(i)
|
|
[_]
|
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
|
[_]
|
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
|
[_]
|
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
|
Ayrton
Capital LLC –10,869,565 shares*
Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B - 10,869,565 shares*
Waqas
Khatri – 10,869,565 shares*
Ayrton
Capital LLC –6.65%*
Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B – 6.65%*
Waqas
Khatri – 6.65%*
|
(c)
|
Number
of shares as to which Ayrton Capital LLC has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
0
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Waqas Khatri has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
0
|
.
|
|
Number
of shares as to which Alto Opportunity Master Fund SPC-
Segregated
Master Portfolio B has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
10,869,565*
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
0
|
.
|
*Shares
reported herein were held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Fund”),
a Cayman Islands exempted company (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private
investment vehicle for which Ayrton Capital LLC (the “Investment Manager”) serves as the investment manager and Waqas
Khatri serves as the managing member of the Investment Manager.
By
virtue of these relationships, the Reporting Persons may be deemed to have sole voting and dispositive power with respect to
the Shares owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial
owners of the Shares for purposes of Section 13 of the Exchange Act, as amended, or for any other purpose. Each of the
Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting
Person’s pecuniary interest therein.
The
percentage ownership of each Reporting Person is based on 163,567,149 Ordinary Shares outstanding as of July 29, 2020, as reported
by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on July 30, 2020.
As of July 30, 2020, the Fund owned 0 shares of Common Stock,
representing 0% of all outstanding shares of Common Stock.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X].
N/A
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
N/A
Item
8.
|
Identification
and Classification of Members of the Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 7, 2020
|
Ayrton
Capital LLC
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|
|
|
|
|
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|
|
|
|
|
Ayrton
Capital LLC
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
1
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended,
with respect to the Class A Common Stock, Par Value $0.001, of Sunesis Pharmaceuticals INC beneficially owned by them, together
with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement
pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated:
August 7, 2020
|
Ayrton
Capital LLC
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|
|
|
|
|
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|
|
|
|
|
Ayrton
Capital LLC
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
Name:
|
Waqas
Khatri
|
|
Title:
|
Managing
Member
|