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~~December 2618, 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 32.0104. ~~Notice~~Triggering ofEvents ~~Delisting~~That Accelerate or ~~Failure~~Increase ~~to Satisfy~~ a ~~Continued~~Direct ~~Listing~~Financial ~~Rule~~Obligation or ~~Standard;~~an ~~Transfer~~Obligation ofunder ~~Listing~~an Off-Balance Sheet Arrangement.

AsReference ~~previously~~is ~~reported~~made byto ~~Viracta~~that ~~Therapeutics,~~certain ~~Inc.~~Loan ~~(the~~and ~~“Company”)~~Security onAgreement ~~its~~dated ~~Current~~as ~~Report~~of onNovember ~~Form 8-K filed on May 31~~4, ~~2024~~2021, ~~the~~as ~~Company~~amended ~~received~~by athat ~~notification~~certain ~~letter,~~First ~~dated~~Amendment ~~May~~to ~~28,~~Loan ~~2024,~~and ~~from~~Security ~~the~~Agreement ~~Listing~~dated ~~Qualifications~~as ~~Department (the “Staff”)~~ of ~~the~~August ~~Nasdaq~~26, ~~Stock~~2022 ~~Market~~and ~~(“Nasdaq”),~~by ~~indicating~~ that, ~~based~~certain onSecond ~~the~~Amendment ~~previous~~to 30Loan ~~consecutive~~and ~~business~~Security ~~days,~~Agreement ~~the~~dated ~~Company’s~~as ~~listed~~of ~~shares~~March ~~no longer met the minimum $~~1~~.00~~, ~~bid~~2024 ~~price~~(as ~~per~~amended, ~~share requirement for~~ the ~~continued~~“Loan ~~listing~~Agreement”) onby ~~The~~and ~~Nasdaq~~between ~~Capital~~Viracta ~~Market~~Therapeutics, asInc. ~~set forth in Nasdaq Listing Rule 5550~~(~~a)(2) (~~the “~~Minimum Bid Price Requirement~~Company”)., InSilicon ~~accordance~~Valley ~~with Nasdaq Listing Rule 5810(c)(3)(A)~~Bank, ~~the Company had~~ a ~~period~~division of ~~180~~First-Citizens ~~calendar~~Bank ~~days~~& ~~from~~Trust ~~May~~Company 28(“SVB”), ~~2024~~Oxford Finance LLC, ora ~~until~~Delaware ~~November~~limited ~~25,~~liability ~~2024~~company (“~~Compliance Date~~Oxford”), toas ~~regain~~lender ~~compliance~~and ~~with~~collateral agent under the ~~Minimum~~Loan ~~Bid~~Agreement, ~~Price~~and ~~Requirement~~the other lenders party thereto.

AsOn ~~also~~December ~~previously~~20, ~~disclosed~~2024, by the Company onreceived ~~its~~a ~~Current~~notice ~~Report~~of onevents ~~Form~~of ~~8-K~~default, ~~filed~~acceleration onof ~~November~~obligations 22and demand for repayment under the Loan Agreement from Oxford, ~~2024~~in its capacity as collateral agent and lender, ~~the~~which ~~Company~~asserted ~~received~~that aevents ~~notification~~of ~~letter~~default ~~from~~have occurred under Section 8.3 and Section 8.5 of the ~~Staff~~Loan onAgreement. ~~November~~The ~~21,~~notice ~~2024,~~therefore ~~stating~~asserted that itall ~~was~~obligations ~~not~~under inthe ~~compliance~~Loan ~~with~~Agreement ~~Nasdaq~~are ~~Listing~~now ~~Rule~~immediately ~~5550(b)(1)~~due and payable, ~~which~~the ~~requires~~obligations ~~companies~~under ~~listed~~the onLoan Agreement shall accrue interest at the ~~Nasdaq~~default ~~Capital~~rate ~~Market~~thereunder, toand ~~maintain~~that aOxford ~~minimum~~reserved ofall $2rights,~~500~~ powers,~~000~~ inprivileges ~~stockholders’~~and ~~equity~~remedies ~~for~~provided ~~continued~~under ~~listing~~the (Loan Agreement and applicable law. The total obligations owed under the ~~“Stockholders’~~Loan ~~Equity~~Agreement ~~Requirement”)~~as of the date hereof that have been accelerated and declared payable by Oxford are $15.7 million and any additional interest due upon final payment and any expenses that become payable by the Company under the Loan Agreement.

OnA ~~November~~description ~~26,~~of ~~2024,~~ the ~~Staff~~Loan ~~issued~~Agreement ais ~~delist~~contained ~~determination~~in to the Company’s ~~(the~~Annual ~~“Delisting~~Report ~~Notice”),~~on ~~indicating~~Form ~~that~~10-K ~~the~~filed ~~Company~~with ~~did not satisfy~~ the ~~Minimum~~SEC ~~Bid~~on ~~Price~~March ~~Requirement~~7, by2024, ~~the~~as ~~Compliance~~well ~~Date.~~as ~~The Delisting Notice indicated that~~ the Company’s ~~was~~Quarterly ~~not~~Reports ~~eligible~~on ~~for~~Form ~~a second 180~~10-~~day~~Q ~~extension~~filed ~~because it did not comply~~ with the ~~Stockholders’~~SEC ~~Equity~~on ~~Requirement.~~May ~~The~~9, ~~Company~~2024, ~~intends~~August to14, ~~request a hearing (the “Hearing”) before the Nasdaq Listing Qualifications Panel (the “Panel”) to appeal (the “Appeal”) the determination by the Staff~~2024, and toNovember ~~present~~13, ~~its~~2024, ~~plan~~which todescriptions ~~regain~~are ~~and~~incorporated ~~sustain~~herein ~~compliance~~by ~~with the Minimum Bid Price Requirement and the Stockholders’ Equity Requirement~~reference.

~~The~~Item ~~Appeal~~5.02. ~~will~~Departure ~~stay~~of ~~any~~Directors ~~delisting~~ or ~~suspension~~Certain ~~action~~Officers; Election of ~~the~~Directors; ~~Company’s~~Appointment ~~listed~~of ~~shares~~Certain ~~contemplated~~Officers; byCompensatory ~~the~~Arrangements ~~Delisting~~of ~~Notice.~~Certain ~~The Panel can grant the Company a period not to exceed 180 calendar days from November 26, 2024, to regain compliance~~Officers.

~~There~~On isDecember no18, ~~guarantee~~2024, ~~that~~Barry J. Simon, M.D. informed the ~~Panel~~Company ~~will~~of ~~grant~~his anresignation ~~extension~~as a member of the ~~compliance~~Board ~~period~~of orDirectors ~~that~~(the “Board”) of the ~~outcome~~Company, and from all committees of the ~~Hearing~~Board oron which he served. Dr. Simon’s resignation is not the ~~Appeal~~result ~~will~~of beany ~~favorable~~disagreement towith the Company related to its operations, policies, or practices.

Item 8.01. Other Matters.

On December 26, 2024, the Company issued a press release announcing its plans to close NAVAL-1, the ongoing Phase 2 clinical trial of Nana-val in relapsed/refractory EBV+ lymphomas, and to seek strategic alternatives, which is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

Forward-Looking Statements

Certain of the statements made in this report are forward looking, such as those, among others, relating to the ~~Company’s~~total ~~ability~~obligations todue ~~regain~~and ~~compliance~~payable ~~with~~under the ~~Minimum~~Loan ~~Bid~~Agreement, ~~Price Requirement and~~ the ~~Minimum~~closure ~~Stockholder~~of ~~Equity~~NAVAL-1, ~~Requirement~~ and the Company’s ~~intentions~~plans to ~~submit~~seek anstrategic ~~Appeal~~alternatives. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Forward-looking statements are subject to the ~~Panel~~occurrence ~~within~~of ~~the~~many ~~required~~events ~~time~~outside ~~period~~of the Company’s control. Actual results orand ~~developments~~the timing of events may differ materially from those ~~projected~~contemplated orby ~~implied~~such ~~in these~~ forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk that the expenses related to the Loan Agreement may be greater than expected, the process of closing NAVAL-1 may deviate from expectations, and the Company’s process to seek strategic alternatives may not proceed as expected. 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 1314, 2024 and in its subsequent filings with the Securities and Exchange Commission. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description
99.1		Press Release, dated December 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~December 2926, 2024	By:	/s/ Michael Faerm
			Michael FaermChief Financial Officer

Filing Compare · Viracta Therapeutics, Inc.