false 0001061027 0001061027 2024-06-18 2024-06-18

 

 

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): June 18, 2024

 

 

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value   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. ☐

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Viracta Therapeutics, Inc. (the “Company”) held its 2024 annual meeting of stockholders on June 18, 2024 (the “Annual Meeting”). Of the 39,272,434 shares of the Company’s common stock outstanding as of the record date of April 22, 2024, 27,735,483 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

 

1.

Election of Class III Directors. The following nominees were elected to serve as Class III directors, each to hold office until the Company’s 2027 annual meeting of stockholders or until his respective successor has been duly elected and qualified:

 

Nominee

   Votes For    Votes Withheld    Broker Non-Votes

Flavia Borellini, Ph.D.

       16,425,715        149,866        11,159,902

Jane Chung, R.Ph.

       16,330,319        245,262        11,159,902

Ivor Royston, M.D.

       16,391,241        184,340        11,159,902

Stephen Rubino, Ph.D., M.B.A.

       16,330,743        244,838        11,159,902

 

2.

Advisory Vote to Approve the Compensation of the Named Executive Officers. The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as described in the Company’s proxy statement. The votes were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

16,190,740   296,711   88,130   11,159,902

 

3.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified based on the following results of voting:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

27,435,011   293,120   7,352   0


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: June 20, 2024

 

/s/ Michael Faerm

Michael Faerm
Chief Financial Officer