Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

As previously reported by Sunesis Pharmaceuticals, Inc., or the Company, on its Current Report on Form 8-K filed on July 9, 2019, the Company received a written notice from the Nasdaq Stock Market LLC, or Nasdaq, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), or the Rule, as the Company's closing bid price for its common stock was below $1.00 per share for the last 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, or until January 6, 2020, to regain compliance with the minimum bid price requirement. Subsequently, on January 7, 2020, the Company requested and was granted a second 180-calendar day compliance period, or until July 6, 2020, to demonstrate compliance.

If the Company does not regain compliance with the Rule by July 6, 2020, the Staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff's delisting determination to a Nasdaq Hearings Panel, or the Panel. The Company would remain listed pending the Panel's decision. There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Panel, that such appeal would be successful.

The Company is considering actions that it may take in response to this notification in order to regain compliance with the continued listing requirements. These options include effecting a reverse stock split.

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