Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 2, 2020, Sunesis Pharmaceuticals, Inc. (the "Company") filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation of Sunesis Pharmaceuticals, Inc. (the "Amendment") to effect a one-for-ten reverse stock split of its outstanding common stock, effective as of September 2, 2020 (the "Reverse Stock Split"). A series of alternate amendments to effect the Reverse Stock Split was approved by the Company's stockholders at its Annual Meeting of Stockholders held on June 16, 2020, and the specific one-for-ten ratio was subsequently approved by the Company's Board of Directors on August 17, 2020.

The Amendment provides that at the effective time of the Reverse Stock Split, every ten shares of the Company's issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will affect all shares of the Company's common stock outstanding immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the Company's equity incentive plans. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. No fractional shares will be issued because of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof.

The Company's common stock is scheduled to begin trading on The Nasdaq Stock Market LLC on a split-adjusted basis when the market opens on September 3, 2020. The new CUSIP number for the Company's common stock following the Stock Split is 867328 874.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.       Description

3.1                 Certificate of Amendment to Amended and Restated Certificate of
                  Incorporation

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