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Bay Area's Sunesis Pharmaceuticals, Inc. (SNSS) Prices $43 Million Common Stock And Warrants


2/27/2014 7:31:38 AM

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SOUTH SAN FRANCISCO, Calif., Feb. 27, 2014 (GLOBE NEWSWIRE) -- Sunesis Pharmaceuticals, Inc. (Nasdaq:SNSS) today announced the pricing of an underwritten public offering of 4,650,000 shares of common stock together with two warrants to purchase one share of the company's common stock. The public offering price of each share of common stock and two accompanying warrants was $9.25, resulting in gross proceeds to the company of $43.0 million. Net proceeds are expected to be approximately $40.0 million, after deducting the underwriting discount and estimated offering expenses payable by Sunesis. If exercised in full, the warrants could result in additional net financing proceeds to Sunesis of $95.3 million. The offering is expected to close on or about March 4, 2014, subject to customary closing conditions.

The per share exercise price of the first warrants (Series A warrants) is $8.50 and the per share exercise price of the second warrants (Series B warrants) is $12.00. The Series A and Series B warrants may be exercised at any time on or after the unblinding date, which is the date on which data from Sunesis' VALOR trial, a Phase 3 pivotal clinical trial of vosaroxin in combination with cytarabine in patients with relapsed or refractory acute myeloid leukemia, is first publicly announced by the company. The Series A warrants are exercisable until the later of (a) 30 days after the unblinding date (but in no event later than March 4, 2016), or (b) December 4, 2014. The Series B warrants are exercisable until the later of (a) 30 days following the PDUFA date, which is the final date assigned by the FDA as the Prescription Drug User Fee Act action date for vosaroxin (but in no event later than March 4, 2016), or (b) September 4, 2015.

Cowen and Company, LLC and Cantor Fitzgerald & Co. are acting as Joint Book-Running Managers in this offering.

The securities described above are being offered by Sunesis pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission (the "SEC") and declared effective on April 30, 2013. A final prospectus supplement related to the offering is being filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained on the SEC's website or from the offices of Cowen and Company, LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 631-274-2806, Fax: 631-254-7140; or Cantor Fitzgerald & Co. 499 Park Avenue, New York, NY 10022, Telephone: 212-829-7122.

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 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements that are subject to a number of risks and uncertainties related to Sunesis' expectations with respect to the completion, timing and size of the proposed public offering. Words such as "anticipate," "believe," "expect," "intend," "will," "potential," 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 related to market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties inherent in our business, including whether additional funding will be available to complete the development and commercialization of vosaroxin, risks related to Sunesis' ability to raise the capital that it believes to be accessible and is required to fully finance the development and commercialization of vosaroxin, the risk that raising funds through lending arrangements may restrict our operations or produce other adverse results, the risk that Sunesis' development activities for vosaroxin could be otherwise halted or significantly delayed for various reasons, the risk that Sunesis' clinical studies for vosaroxin may not demonstrate safety or efficacy or lead to regulatory approval, the risk that data to date and trends may not be predictive of future data or results, the risk that Sunesis' nonclinical studies and clinical studies may not satisfy the requirements of the FDA, European Commission or other regulatory agencies, risks related to the conduct of Sunesis' clinical trials, risks related to the manufacturing of vosaroxin and supply of the active pharmaceutical ingredients required for the conduct of Sunesis' clinical trials, the risk of third party opposition to granted patents related to vosaroxin, and the risk that Sunesis' proprietary rights may not adequately protect vosaroxin. These and other risk factors are discussed under "Risk Factors" and elsewhere in Sunesis' Annual Report on Form 10-K for the year ended December 31, 2012, Sunesis' Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and Sunesis' other filings with the Securities and Exchange Commission. There can be no assurance that Sunesis will be able to complete the public offering on the anticipated terms, or at all. 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.

CONTACT: Investor and Media Inquiries:
David Pitts
Argot Partners
212-600-1902

Eric Bjerkholt
Sunesis Pharmaceuticals Inc.
650-266-3717

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