UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2126, 2024

VIRACTA THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-51531	94-3295878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2533 S. Coast Hwy. 101, Suite 210
Cardiff, California		92007
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (858) 400-8470

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	VIRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~November~~previously ~~21,~~reported ~~2024,~~by Viracta Therapeutics, Inc. (the “Company”) on its Current Report on Form 8-K filed on May 31, 2024, the Company received a ~~written~~notification ~~notice~~letter, ~~(the~~dated ~~“Notice”)~~May 28, 2024, from the ~~Nasdaq~~ Listing Qualifications ~~staff~~Department (the “Staff”) of ~~The~~the Nasdaq Stock Market ~~LLC~~ (“Nasdaq”), ~~notifying~~indicating that, based on the ~~Company~~previous ~~that~~30 ~~its~~consecutive ~~amount~~business ofdays, ~~stockholders~~the Company’s ~~equity~~listed ~~has~~shares ~~fallen~~no ~~below~~longer met the minimum $~~2,500,000~~1.00 ~~minimum~~bid price per share requirement for the continued listing on ~~the~~The Nasdaq Capital Market, ~~under~~as set forth in Nasdaq Listing Rule 5550(ba)(12) (the “Minimum ~~Stockholder~~Bid ~~Equity~~Price Requirement”). ~~Nasdaq’s~~In ~~determination~~accordance ~~was~~with ~~based~~Nasdaq ~~upon~~Listing ~~the~~Rule ~~Company’s~~5810(c)(3)(A), ~~stockholders’ equity as reported in~~ the Company’s ~~Quarterly~~had ~~Report~~a onperiod ~~Form~~of ~~10-Q~~180 ~~for~~calendar ~~the~~days ~~period~~from ~~ended~~May ~~September 30~~28, 2024., ~~The~~or ~~Notice~~until ~~also~~November ~~noted~~25, ~~that~~2024 ~~the~~(“Compliance ~~Company~~Date”), ~~does~~to ~~not~~regain ~~meet~~compliance with the ~~alternatives~~Minimum ofBid ~~market~~Price ~~value of listed securities or net income from continuing operations~~Requirement.

As ~~stated~~also inpreviously ~~the~~disclosed ~~Notice,~~by the Company ~~has~~on ~~until~~its ~~January~~Current 6,Report ~~2025~~on toForm ~~provide~~8-K ~~Nasdaq~~filed ~~with~~on aNovember ~~plan~~22, to2024, ~~achieve~~the ~~and~~Company ~~sustain~~received ~~compliance~~a ~~with~~notification ~~the~~letter ~~Minimum~~from ~~Stockholder Equity Requirement (~~the ~~“Compliance~~Staff ~~Plan”).~~on IfNovember ~~Nasdaq~~21, ~~accepts the Compliance Plan~~2024, ~~Nasdaq~~stating ~~may~~that ~~grant~~it anwas ~~extension~~not ofin ~~up to 180 calendar days from the date of the Notice to evidence~~ compliance with ~~the Minimum Stockholder Equity Requirement. If~~ Nasdaq ~~does~~Listing ~~not~~Rule ~~accept the Compliance Plan~~5550(b)(1), ~~then~~which ~~the~~requires ~~Nasdaq~~companies ~~staff~~listed ~~will~~on ~~provide written notification to~~ the ~~Company~~Nasdaq ~~that~~Capital ~~its~~Market ~~common stock will be subject~~ to ~~delisting.~~maintain ~~The~~a ~~Company~~minimum ~~would~~of ~~then~~$2,500,000 bein ~~entitled~~stockholders’ toequity ~~appeal~~for ~~that~~continued ~~determination~~listing to(the a“Stockholders’ ~~Nasdaq~~Equity ~~hearings panel, which would stay all further actions~~Requirement”).

~~The~~On ~~Company~~November ~~intends~~26, to2024, ~~submit~~ the ~~Compliance~~Staff ~~Plan~~issued a delist determination to ~~Nasdaq,~~the ~~within~~Company (the ~~required~~“Delisting ~~time~~Notice”), ~~period.~~indicating ~~There~~that ~~can~~the beCompany nodid ~~assurance~~not ~~that~~satisfy ~~Nasdaq~~the ~~will~~Minimum ~~accept~~Bid Price Requirement by the Compliance ~~Plan,~~Date. The Delisting Notice indicated that the Company ~~will~~was benot ~~able~~eligible tofor ~~regain~~a ~~compliance~~second 180-day extension because it did not comply with the Stockholders’ Equity Requirement. The Company intends to request a hearing (the “Hearing”) before the Nasdaq Listing ~~Rule~~Qualifications ~~5550~~Panel (bthe “Panel”) to appeal (1the “Appeal”) orthe ~~maintain~~determination by the Staff, and to present its plan to regain and sustain compliance with ~~any~~the ~~other~~Minimum ~~Nasdaq~~Bid ~~requirement~~Price inRequirement and the ~~future.~~Stockholders’ Equity Requirement.

The Appeal will stay any delisting or suspension action of the Company,’s bylisted ~~filing~~shares ~~this~~contemplated ~~Form~~by ~~8-K,~~the ~~discloses~~Delisting ~~its~~Notice. ~~receipt~~The ofPanel can grant the ~~notification~~Company ~~from~~a ~~Nasdaq~~period innot ~~accordance~~to ~~with~~exceed ~~Listing~~180 ~~Rule~~calendar ~~5810(b)~~days from November 26, 2024, to regain compliance.

There is no guarantee that the Panel will grant an extension of the compliance period or that the outcome of the Hearing or the Appeal will be favorable to the Company.

Forward-Looking Statements

Certain of the statements made in this report are forward looking, such as those, among others, relating to the Company’s ability to regain compliance with the Minimum Bid Price Requirement and the Minimum Stockholder Equity Requirement and the Company’s intentions to submit aan ~~Compliance~~Appeal ~~Plan~~ to ~~Nasdaq~~the Panel within the ~~require~~required time period. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024. You are cautioned not to place undue reliance on forward-looking statements which are current only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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 thereunto duly authorized.

			Viracta Therapeutics, Inc.
Date:	November 2229, 2024	By:	/s/ Michael Faerm
			Michael FaermChief Financial Officer

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