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)  March 12, 2010

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Washington (State or Other Jurisdiction
of Incorporation) 0-16614 (Commission File No.) 91-1261311 (IRS Employer
Identification No.)

7000 Shoreline Court, Suite 270, South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

(206) 281-7001

(Registrant’s telephone number, including area code)

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 communication 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))

Section 8 — Other Events

Item 8.01.Other Events.

Pursuant to the Common Stock Purchase Agreement dated as of February 23, 2010 (the “Purchase Agreement”), by and between Poniard Pharmaceuticals, Inc. (the “Company”) and Commerce Court Small Cap Value Fund, Ltd. (“Commerce Court”), the Company maintains an up to $20 million equity line of credit arrangement.  The Purchase Agreement provides that from time to time over the term of the Purchase Agreement, and at the Company’s discretion, it may present Commerce Court with draw down notices to purchase the Company’s common stock over eight consecutive trading days or such other period mutually agreed upon by the Company and Commerce Court (a “draw down period”), with each draw down subject to limitations set forth in the Purchase Agreement based on the price of the Company’s common stock and a limit of 2.5% of the Company’s market capitalization at the time of such draw down (which limitations the parties are expressly permitted under the Purchase Agreement to modify or waive by mutual agreement).  The aggregate number of shares that the Company can sell to Commerce Court under the Purchase Agreement can in no case exceed 8,423,431 shares of Company common stock (which is equal to one share less than 20% of the Company’s common stock outstanding on the closing date of the Purchase Agreement, less 121,183 shares issued to Commerce Court as its commitment fee) (the “Trading Market Limit”).  In addition, in no event shall Commerce Court purchase under the Purchase Agreement any shares of Company common stock which, when aggregated with all other shares of Company common stock then beneficially owned by Commerce Court, would result in the beneficial ownership by Commerce Court of more than 9.9% of the then issued and outstanding shares of the Company’s common stock (the “Ownership Limitation”).

On March 5, 2010, the Company presented Commerce Court with a draw down notice to purchase 4,229,000 shares of the Company’s common stock, subject in all cases to the Trading Market Limit and the Ownership Limitation.  Commerce Court agreed to waive the 2.5%

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market capitalization limitation for this draw down. As expressly permitted by the Purchase Agreement, the parties also mutually agreed that the pricing period for this draw down would be five (rather than eight) consecutive trading days, or such shorter period as determined by Commerce Court (provided that Commerce Court has agreed to purchase the full draw down request, subject in all cases to the Trading Market Limit and the Ownership Limitation) at a discount price to Commerce Court mutually agreed upon by the parties under the Purchase Agreement equal to 95.125% of the daily volume weighted average price of the Company’s common stock during the pricing period of the draw down (or a 4.875% discount).

On March 15, 2010, the Company expects to settle with Commerce Court on the purchase of 4,229,000 shares of the Company’s common stock under the terms of the foregoing draw down notice and the Purchase Agreement at an aggregate purchase price of $6,319,775.  The Company will receive estimated net proceeds from the sale of these shares of approximately $6,154,000 after deducting its estimated offering expenses. In connection with this sale of the Company’s common stock, the Company is filing, as Exhibit 5.1 hereto, an opinion of its counsel, Perkins Coie LLP.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement dated as of February 23, 2010, between the Company and Commerce Court, included as Exhibit 10.1 to this report and incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Form 8-K are forward-looking statements that involve a number of risks and uncertainties.  Such forward-looking statements include statements about the expected settlement of the sale and purchase of common stock described herein and the Company’s receipt of net proceeds therefrom.  For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995.  Actual events or results may differ materially from the Company’s expectations.  Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the Company’s ability to satisfy applicable closing conditions under the Purchase Agreement and Commerce Court’s compliance with its obligations to purchase the shares of common stock.  Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s

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other filings with the Securities and Exchange Commission (the “SEC”).  These forward-looking statements represent the Company’s judgment as of the time of the filing of this Form 8-K.  The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Section 9 — Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

5.1Opinion of Perkins Coie LLP

10.1Common Stock Purchase Agreement as of February 23, 2010, by and between Poniard Pharmaceuticals, Inc. and Commerce Court Small Cap Value Fund, Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2010)

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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 hereunto duly authorized.

	Poniard Pharmaceuticals, Inc.
Dated:  March 12, 2010	By:	/s/ Gregory L. Weaver
		Name: Gregory L. Weaver
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Perkins Coie LLP
10.1	Common Stock Purchase Agreement as of February 23, 2010, by and between Poniard Pharmaceuticals, Inc. and Commerce Court Small Cap Value Fund, Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2010)

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EX-5.1

Exhibit 5.1

March 12, 2010

Poniard Pharmaceuticals, Inc.

7000 Shoreline Court, Suite 270

South San Francisco, CA 94080

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offering by Poniard Pharmaceuticals, Inc., a Washington corporation (the “Company”), of 4,229,000 shares of the Company’s common stock, par value $0.02 (the “Shares”), pursuant to a Registration Statement on Form S-3, as amended (No. 333-159253) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus dated February 23, 2010 (the “Base Prospectus”), and the prospectus supplement dated March 12, 2010 relating to the Shares, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act (the “Prospectus Supplement”).  (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”)  All of the Shares are 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 and Restated Articles of Incorporation, the Company’s Amended and Restated Bylaws, as amended, 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 thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

This opinion is limited to matters governed by the Washington Business Corporation Act.

We hereby consent to reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the related rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ PERKINS COIE LLP

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