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): ~~January~~February 3103, 2025

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 2.0105. ~~Notice~~Costs ofAssociated ~~Delisting~~with orExit ~~Failure to Satisfy a Continued Listing Rule~~ or ~~Standard;~~Disposal ~~Transfer of Listing~~Activities.

On ~~January~~February 313, 2025, the ~~Company~~Board ~~received~~of ~~written~~Directors ~~notification~~ (the “~~Delisting~~Board”) ~~Notice~~of Viracta Therapeutics, Inc. (the “Company”) ~~from~~approved ~~The~~the ~~Nasdaq~~termination ~~Stock~~of ~~Market~~its ~~LLC~~employees, to be effective at 5:00 p.m. Pacific time on February 5, 2025 (the “~~Nasdaq~~Effective Time”), ~~that~~in connection with the planned wind down of the Company’s ~~common~~operations. ~~stock~~The ~~will~~Company beexpects ~~delisted~~to ~~from~~incur ~~Nasdaq~~one-time charges and ~~trading~~cash inexpenditures associated with the workforce reduction of approximately $0.1 million, primarily related to employee wages and severance payments, benefits and related termination costs. The Company’s ~~shares~~expects that these charges and costs will be ~~suspended~~incurred atduring the ~~open~~quarter ofending ~~trading~~March ~~on February 4~~31, 2025.

AsThe ~~previously~~estimates ~~reported,~~of ~~on May 28~~charges, ~~2024,~~costs ~~the~~and ~~Company~~expenses ~~received~~that ~~a notification from~~ the ~~Listing Qualifications Staff of Nasdaq notifying the~~ Company ~~that~~expects itto noincur ~~longer~~in ~~complied~~connection with the ~~$1.00~~workforce ~~per~~reduction ~~share~~are ~~minimum~~subject ~~requirement~~to ~~for continued listing under Nasdaq Listing Rule 5450(~~a~~)(1).~~ ~~Also~~number ~~as previously reported, on November 21, 2024, the Company received an additional notification from the Listing Qualifications Staff~~ of ~~Nasdaq~~assumptions ~~notifying~~and ~~the~~actual ~~Company~~results ~~that~~may ~~its~~differ ~~amount~~materially of stockholders’ equity had fallen below the $2,500,000 minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), or the alternatives of market value of listed securities or net income from ~~continuing operations~~estimates.

InItem ~~connection~~5.02. ~~with~~Departure ~~the~~of ~~delisting~~Directors ~~and~~or ~~suspension,~~Certain ~~the~~Officers; ~~Company~~Election ~~expects~~of ~~that~~Directors; ~~Nasdaq~~Appointment ~~will~~of ~~file~~Certain aOfficers; ~~Form~~Compensatory 25Arrangements ~~with the Securities and Exchange Commission (the “SEC”) in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act~~ of ~~1934,~~Certain ~~as amended, after applicable appeal periods have lapsed~~Officers.

AsResignation ~~a result~~ of ~~the suspension in trading and expected delisting, the Company expects that its common stock will begin trading publicly on the OTC Pink Open Market under its existing symbol “VIRX”.~~ Directors

~~The~~On ~~OTC~~February ~~Pink~~3, ~~Open~~2025, ~~Market~~in isconnection awith ~~significantly~~the ~~more~~planned ~~limited~~wind ~~market~~down ~~than~~of the ~~Nasdaq~~Company’s operations, ~~and~~Roger ~~quotation~~Pomerantz, onM.D., ~~the~~Flavia ~~OTC~~Borellini, ~~Pink~~Ph.D., ~~Open~~Thomas ~~Market~~E. ~~will~~Darcy, ~~likely~~CPA, ~~result~~Ivor inRoyston, aM.D., ~~less~~and ~~liquid~~Mark ~~market~~Rothera, ~~for~~representing ~~existing~~all ~~and potential holders~~ of the Company’s ~~common~~current ~~stock~~Board tomembers, ~~trade~~each ~~such~~notified ~~securities~~the ~~and~~Company ~~could~~of ~~further~~their ~~depress~~respective ~~the~~resignations ~~trading~~as ~~price~~members of the ~~common~~Board ~~stock.~~and ~~The~~all ~~Company~~committees ~~can~~thereof, ~~provide~~in noeach ~~assurance~~case ~~that~~effective ~~its~~as ~~common~~of ~~stock~~the ~~will~~Effective ~~continue~~Time. toNone ~~trade on this market, whether broker-dealers will continue to provide public quotes~~ of ~~its~~these ~~common~~resignations ~~stock~~resulted onfrom ~~this~~any ~~market,~~disagreement orwith ~~whether~~ the ~~trading~~Company ~~volume~~on ofany ~~its~~matter ~~common~~relating ~~stock will be sufficient~~ to ~~provide~~the ~~for~~Company’s anoperations, ~~efficient~~policies ~~trading~~or ~~market for existing and potential holders of its common stock~~practices.

~~Forward-Looking~~Departure ~~Statements~~of Officers

~~Certain~~Also ofon ~~the~~February ~~statements made in this report are forward looking~~3, ~~such as those~~2025, ~~among~~it ~~others,~~was ~~relating~~determined tothat ~~the~~each ~~expected filing~~ of ~~the~~Mark ~~Form 25 by Nasdaq~~Rothera, ~~the~~President ~~Company’s~~and ~~expectations~~Chief ~~that~~Executive ~~its~~Officer, ~~common~~Michael ~~stock~~Faerm, ~~will~~Chief ~~begin~~Financial ~~trading on the OTC Pink Open Market under its existing symbol “VIRX”~~Officer, and ~~the~~Darrel ~~Company’s~~P. ~~expectations~~Cohen ~~regarding~~M.D., ~~the impact of its common stock trading on the OTC Pink Open Market~~Ph.D., ~~More~~Chief ~~information~~Medical ~~about~~Officer, ~~the~~would ~~risks~~cease ~~and~~serving ~~uncertainties~~in ~~faced~~their byrespective ~~the~~officer ~~Company~~positions isas ~~contained~~of ~~under~~ the ~~caption~~Effective ~~“Risk~~Time. ~~Factors”~~In inconnection ~~the Company’s Quarterly Report on Form 10-Q filed~~ with the ~~SEC~~cessation onof ~~November~~employment 13services, ~~2024.~~the ~~You~~Company ~~are~~expects ~~cautioned not~~ to ~~place~~enter ~~undue~~into ~~reliance on forward~~post-~~looking~~employment ~~statements~~consulting ~~which~~arrangements ~~are~~with ~~current~~each ~~only as~~ of ~~the~~such ~~date~~departing ~~hereof. Except as required by applicable law~~officers, ~~the~~on ~~Company~~terms ~~undertakes~~and noconditions ~~obligation~~ to ~~revise~~be oragreed ~~update~~upon ~~any~~between ~~forward-looking~~the ~~statement,~~Company orand toeach ~~make any other forward-looking statements, whether as a result~~ of ~~new~~the ~~information,~~respective ~~future events or otherwise~~individuals.

Appointment of Director and Officer

Also on February 3, 2025, and effective as of the Effective Time, the Board appointed Craig R. Jalbert, age 63, as the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer and Corporate Secretary, and sole member of the Board. In such capacity, Mr. Jalbert will serve as the Company’s principal executive officer, principal financial officer and principal accounting officer. Mr. Jalbert’s term as director shall expire upon the election and qualification of his successor or upon his earlier resignation, death or removal.

Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.

As consideration for his services as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $50,000 per year for a period of three years. In connection with this management transition, the Board terminated the Company’s Outside Director Compensation Policy.

There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Matters.

On February 5, 2025, the Company issued a press release announcing its plans to wind down its operations which is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description
99.1		Press Release, dated February 5, 2025
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:	~~January~~February 315, 2025	By:	/s/ Michael Faerm
			Michael FaermChief Financial Officer

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