On September 2, 2020 Sunesis Pharmaceuticals, Inc. (Nasdaq: SNSS) reported that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split, effective as of 5:00 p.m. Eastern Time today (Press release, Sunesis, SEP 2, 2020, View Source [SID1234564288]). The reverse stock split was effected by Sunesis in accordance with the authorization, and within the split ratio range, adopted by Sunesis stockholders at the 2020 Annual Meeting of Stockholders held on June 16, 2020.
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The reverse stock split is intended to enable Sunesis to regain compliance with the $1.00 minimum bid price required for continued listing on the Nasdaq Stock Market LLC.
Sunesis is focused on the IND-enabling program for its first-in-class PDK1 inhibitor SNS-510 and is continuing to review strategic alternatives for the Company to maximize shareholder value.
At the effective time of the reverse stock split, every issued and outstanding ten shares of Sunesis’ pre-split common stock, par value $0.0001 per share, including shares subject to outstanding stock options and warrants and shares available for grant under Sunesis’ equity benefit plans, will automatically be combined into one share of Sunesis’ post-split common stock. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of Sunesis’ shares (except to the extent that the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). Stockholders will receive cash in lieu of fractional shares based on today’s closing sales price of Sunesis’ common stock as quoted on the Nasdaq Stock Market LLC. American Stock Transfer and Trust Company, Sunesis’ transfer agent, will provide instructions to stockholders regarding the process for exchanging their shares and stock certificates. Upon completion of the reverse stock split, there will be approximately 18.1 million shares of Sunesis’ common stock outstanding, excluding outstanding and unexercised stock options and warrants, subject to adjustment for fractional shares. In addition, Sunesis has convertible preferred shares outstanding which will be convertible into approximately 1.0 million post-split shares of common stock.
Additional information regarding the reverse stock split approved by stockholders can be found in Sunesis’ definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020.