8-K

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): December 21, 2015

SUNESIS PHARMACEUTICALS, 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.)
395 Oyster Point Boulevard, Suite 400 South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

Not Applicable

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On December 21, 2015, Sunesis Pharmaceuticals, Inc. (the “Company”) completed the sale of (i) 10,996,191 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that included the exercise of the underwriter’s over-allotment option of 1,434,286 shares (the “Over-Allotment Shares”), at a price of $0.84 per share, pursuant to a certain underwriting agreement with Cowen and Company, LLC dated as of December 16, 2015 (the “Common Stock Offering”), and (ii) 20,200 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Stock”) at a price of $840.00 per share (the “Series B Offering”), for the total gross proceeds to the Company of approximately $26.2 million.

Each of the Common Stock Offering and the Series B Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-195779), including the prospectus dated June 10, 2014 contained therein, as the same has been supplemented.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Over-Allotment Shares is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
5.1	Opinion of Cooley LLP
23.1	Consent of Cooley LLP (included in Exhibit 5.1)
99.1	Press Release dated December 21, 2015, “Sunesis Announces Closing of $26.2 Million Offering of Securities”

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.

	SUNESIS PHARMACEUTICALS, INC.
Dated: December 21, 2015
	By:	/s/ Eric H. Bjerkholt
		Eric H. Bjerkholt
		Executive Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Cooley LLP
23.1	Consent of Cooley LLP (included in Exhibit 5.1)
99.1	Press Release dated December 21, 2015, “Sunesis Announces Closing of $26.2 Million Offering of Securities”

EX-5.1

Exhibit 5.1

Mehdi Khodadad

(650) 843-5005

mkhodadad@cooley.com

December 21, 2015

Sunesis Pharmaceuticals, Inc.

395 Oyster Point Boulevard, Suite 400

South San Francisco, CA 94080

Ladies and Gentlemen:

We have acted as counsel to Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and you have requested our opinion with respect to certain matters in connection with the offering by the Company of 1,434,286 shares of the Company’s common stock, par value $0.0001 per share (the “Stock”), to be issued pursuant to that certain Underwriting Agreement (the “Agreement”), dated December 16, 2015, between the Company and Cowen and Company, LLC, (the “Underwriter”), consisting of shares of common stock pursuant to Registration Statement No. 333-195779 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated June 10, 2014, included therein (the “Base Prospectus”), and the related prospectus supplement dated December 16, 2015, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement,” together with the Base Prospectus, the “Prospectus”). The Stock is to be sold by the Company as described in the Registration Statement and the Prospectus.

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Amended Restated Certificate of Incorporation (as amended) and Amended and Restated Bylaws, the Agreements and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

We have also assumed that the Agreement has been duly authorized, executed and delivered by the Underwriter and that the members of the Board of Directors of the Company have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Agreement. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently sought to verify such matters. Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Stock, when sold in accordance with the Agreement, the Registration Statement and the Prospectus, will be validly issued, and the Stock will be fully paid and nonassessable

3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Sunesis Pharmaceuticals, Inc.

December 21, 2015

Page Two

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to a current report of the Company on Form 8-K.

[Signature page to follow]

3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Sunesis Pharmaceuticals, Inc.

December 21, 2015

Page Three

Very truly yours,
Cooley LLP
By:	/s/ Mehdi Khodadad
	Mehdi Khodadad

3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

EX-99.1

Exhibit 99.1

Investor and Media Inquiries:
David Pitts Argot Partners                                      212-600-1902	Eric Bjerkholt Sunesis Pharmaceuticals Inc. 650-266-3717

Sunesis Announces Closing of $26 Million Offering of Securities and Exercise of

Underwriter’s Over-Allotment Option

SOUTH SAN FRANCISCO, Calif., December 21, 2015 — Sunesis Pharmaceuticals, Inc. (Nasdaq: SNSS) today announced the closing of underwritten offerings of (i) 10,996,191 shares of its common stock, that included the exercise of the underwriter’s over-allotment option of 1,434,286 shares, at a price of $0.84 per share, and (ii) 20,200 shares of its non-voting Series B Convertible Preferred Stock (“Series B Stock”) at a price of $840.00 per share. Sunesis received combined gross proceeds of approximately $26.2 million from these offerings, before deducting the underwriting discounts and commissions and other estimated offering expenses.

Each share of non-voting Series B Stock is convertible into 1,000 shares of Sunesis common stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98% of the total number of shares of Sunesis common stock then outstanding. Sunesis anticipates using the net proceeds from the offerings primarily for corporate purposes, including regulatory, clinical trials, other research and development, general and administrative and manufacturing expenses.

Cowen and Company, LLC acted as sole book-running manager. This financing was led by Biotechnology Value Fund, L.P. and other affiliates of BVF Partners L.P. as well as funds managed by Great Point Partners, LLC with participation by other current stockholders.

Each of these offerings is being made by Sunesis pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”), which the SEC declared effective on June 10, 2014. For each of these offerings, a final prospectus supplement has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Copies of each final prospectus supplement and the accompanying prospectus relating to each offering, may be obtained from Cowen and Company, LLC (c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Sunesis Pharmaceuticals

Sunesis is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the potential treatment of solid and hematologic cancers. Sunesis has built a highly experienced cancer drug development organization committed to advancing its lead product candidate, vosaroxin, in multiple indications to improve the lives of people with cancer.

For additional information on Sunesis, please visit http://www.sunesis.com.

SUNESIS and the logos are trademarks of Sunesis Pharmaceuticals, Inc.

This press release contains forward-looking statements, including statements related to the anticipated use of proceeds from the offerings. Words such as “may,” “expect,” “intends,” “plan,” “potential,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Sunesis’ current expectations. Forward-looking statements involve risks and uncertainties. Sunesis’ actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties risks related to Sunesis’ business including, without limitation, obtaining regulatory approval of vosaroxin and the progress and timing of clinical trials for its other product candidates. These and other risk factors are discussed under “Risk Factors” in Sunesis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and in the prospectus supplements related to the offerings filed with the SEC on or about December 17, 2015. Sunesis expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Sunesis’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.