Sunesis Pharmaceuticals raises $5.0 million through private placement

Sunesis Pharmaceuticals, Inc. (Nasdaq: SNSS) today announced the closing of a private placement of $5.0 million of units consisting of convertible preferred stock and common stock warrants on October 30, 2009. This closing constitutes the second tranche of the private placement of up to $43.5 million of Sunesis' securities announced in April 2009. The private placement contemplated the sale of up to $15.0 million of units consisting of convertible preferred stock and warrants to purchase common stock, of which $10.0 million of units were sold in the initial closing in April 2009 and the remaining $5.0 million of units were sold in the second closing held on October 30, 2009. The remaining tranche of up to $28.5 million of common stock may be invested at the election of the holders of a majority of the convertible preferred stock, in their sole discretion, with the date of termination of the preferred stockholders' right to make such an election subject to Sunesis Pharmaceuticals' future cash balance.

In connection with the second closing, Sunesis issued approximately 1.45 million shares of convertible preferred stock, which are convertible into approximately 14.5 million shares of common stock, and warrants to purchase approximately 14.5 million shares of common stock. The per unit purchase price for a share of convertible preferred stock and a warrant to purchase 10 shares of common stock was $3.45, which is equivalent to the purchase price of the units sold in the initial closing in April 2009 in accordance with the terms of the private placement. The warrants issued at the first and second closings have an exercise price of $0.22 per share and a term of 7 years from issuance.

Participants in the second closing of the private placement were the same investors that participated in the initial closing held in April 2009 and include funds managed by Bay City Capital, New Enterprise Associates, Alta Partners, Caxton Advantage Life Sciences Fund, Merlin Nexus, Nextech Venture, OpusPoint Partners, Venrock Associates and Vision Capital Advisors and members of Sunesis' management.