This excerpt taken from the SNSS 8-K filed Mar 22, 2006.
Item 1.01 Entry into a Material Definitive Agreement.
On March 17, 2006, Sunesis Pharmaceuticals, Inc., a Delaware corporation (the Company), entered into a Common Stock and Warrant Purchase Agreement (the Purchase Agreement) pursuant to which the Company sold to certain investors, for an aggregate purchase price of approximately $45.3 million, 7,246,377 shares (the Shares) of common stock, par value $0.0001 per share (Common Stock), of the Company and warrants (the Warrants and, together with the Shares, the Securities) to purchase up to 2,173,914 additional shares of Common Stock. The purchase price for the Shares and the exercise price for the Warrants is $6.21 per share, the closing bid price for the Common Stock immediately preceding execution of the Purchase Agreement. Investors in the financing paid an additional purchase price equal to $0.125 for each share of Common Stock underlying the Warrants. The Company also entered into a Registration Rights Agreement with the investors pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants.
Participants in the transaction included funds managed by Alta Partners, Deerfield Management, Baker Brothers Investments, existing investor Warburg Pincus LLC and several other institutional investors. Jonathan Leff, a member of the Companys board of directors, is associated with Warburg Pincus LLC.
The description of the Purchase Agreement, the Registration Rights Agreement and the Warrants provided above is qualified in its entirety by reference to the full text of the Purchase Agreement, the Registration Rights Agreement and the form of Warrant, as applicable, a copy of which is attached hereto as Exhibits 10.44, 10.45 and 10.46, respectively, and incorporated herein by reference. A press release announcing the private placement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
This excerpt taken from the SNSS 8-K filed Jan 6, 2006.
Item 1.01. Entry Into Material Definitive Agreement.
2006 Employment Commencement Incentive Plan. On November 29, 2005, the board of directors of Sunesis Pharmaceuticals, Inc. (the Company) approved the Sunesis Pharmaceuticals, Inc. 2006 Employment Commencement Incentive Plan (the 2006 Plan), effective January 1, 2006. An aggregate of up to 200,000 shares of common stock may be issued pursuant to awards under the 2006 Plan.
The 2006 Plan provides the Company with the ability to grant specified types of equity awards including non-qualified stock options, restricted stock, stock appreciation rights, performance shares, dividend equivalents, restricted stock units and stock payment awards. Company employees that are otherwise eligible to receive grants under the 2006 Plan may receive all types of awards approved under the 2006 Plan. A majority of the independent members of the Companys board of directors or the compensation committee of the board of directors will determine which employees will receive awards under the 2006 Plan and the terms and conditions of such awards, within certain limitations set forth in the 2006 Plan. The awards granted pursuant to the 2006 Plan are intended to be inducement awards pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv). The 2006 Plan is not subject to the approval of the Companys stockholders.
Only those employees who have not previously been employees or directors of the Company or a subsidiary, or following a bona fide period of non-employment by the Company or a subsidiary, are eligible to participate in the 2006 Plan and only if he or she is granted an award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or a subsidiary.
The board of directors or a committee thereof will administer the 2006 Plan. Awards may be granted under the 2006 Plan only upon the approval of a majority of the boards independent directors or upon the approval of the compensation committee of the board of directors comprised of a majority of independent directors. Each award granted under the 2006 Plan will be in such form and will contain such terms and conditions as a majority of the boards independent directors or the compensation committee of the board of directors deem appropriate. The provisions of separate awards need not be identical.
The 2006 Plan includes change in control provisions, which may result in the accelerated vesting of outstanding awards. In the event of a change in control of the Company, each outstanding award under the 2006 Plan will accelerate and immediately vest with regard to 50% of the unvested portion of the award, and if the award is not to be assumed by the successor corporation, the full amount of the award will automatically accelerate and become immediately vested. Additionally, in the event the award is assumed by the successor corporation, then any remaining unvested shares would accelerate and immediately vest in the event the optionees employment is terminated without cause or the optionee resigns for good reason within 12 months following such change in control.
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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.