VIRX Viracta Therapeutics Inc

 

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): February 03, 2025

 

 

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:

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. ☐

 

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Item 2.05. Costs Associated with Exit or Disposal Activities.

On February 3, 2025, the Board of Directors (the “Board”) of Viracta Therapeutics, Inc. (the “Company”) approved the termination of its employees, to be effective at 5:00 p.m. Pacific time on February 5, 2025 (the “Effective Time”), in connection with the planned wind down of the Company’s operations. The Company expects to incur one-time charges and cash expenditures associated with the workforce reduction of approximately $0.1 million, primarily related to employee wages and severance payments, benefits and related termination costs. The Company expects that these charges and costs will be incurred during the quarter ending March 31, 2025.

The estimates of charges, costs and expenses that the Company expects to incur in connection with the workforce reduction are subject to a number of assumptions and actual results may differ materially from estimates.

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

Resignation of Directors

On February 3, 2025, in connection with the planned wind down of the Company’s operations, Roger Pomerantz, M.D., Flavia Borellini, Ph.D., Thomas E. Darcy, CPA, Ivor Royston, M.D., and Mark Rothera, representing all of the Company’s current Board members, each notified the Company of their respective resignations as members of the Board and all committees thereof, in each case effective as of the Effective Time. None of these resignations resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Departure of Officers

Also on February 3, 2025, it was determined that each of Mark Rothera, President and Chief Executive Officer, Michael Faerm, Chief Financial Officer, and Darrel P. Cohen M.D., Ph.D., Chief Medical Officer, would cease serving in their respective officer positions as of the Effective Time. In connection with the cessation of employment services, the Company expects to enter into post-employment consulting arrangements with each of such departing officers, on terms and conditions to be agreed upon between the Company and each of the respective individuals.

Appointment of Director and Officer

Also on February 3, 2025, and effective as of the Effective Time, the Board appointed Craig R. Jalbert, age 63, as the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer and Corporate Secretary, and sole member of the Board. In such capacity, Mr. Jalbert will serve as the Company’s principal executive officer, principal financial officer and principal accounting officer. Mr. Jalbert’s term as director shall expire upon the election and qualification of his successor or upon his earlier resignation, death or removal.

Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.

As consideration for his services as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $50,000 per year for a period of three years. In connection with this management transition, the Board terminated the Company’s Outside Director Compensation Policy.

There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Matters.

On February 5, 2025, the Company issued a press release announcing its plans to wind down its operations which is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

 

 

 

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated February 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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:	February 5, 2025	By:	/s/ Michael Faerm
			Michael Faerm Chief Financial Officer

 

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Viracta Therapeutics Announces Wind Down of Operations

SAN DIEGO, February 5, 2025 – 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, announced today that the Company has terminated its employees and will wind down operations. The company is also exploring potential strategic alternatives for its development programs.

The board of directors appointed Craig R. Jalbert, age 63, as the Company’s CEO, President, CFO, Treasurer and Corporate Secretary, and sole member of the board to implement the wind down. Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.

Forward-Looking Statements

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 plans to wind down operations and explore potential strategic alternatives. 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, the timing and prospects of the wind down process and the likelihood and viability of any potential strategic alternatives.

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.

Contact Information:
Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxboro, MA 02035
Phone: 508-543-1720
Viracta@vlpc.com

 

 

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v3.25.0.1

Document And Entity Information	Feb. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
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

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