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

December 2130, 2011

Date of Report (Date of earliest event reported)

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Washington	0-16614	91-1261311
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
300 Elliott Avenue West, Suite 530, Seattle, WA		98119
(Address of principal executive offices)		(Zip Code)

300 Elliott Avenue West, Suite 530, Seattle, WA 98119

(Address of principal executive offices) (Zip Code)

(206) 281-7001

(Registrant’s telephone number, including area code)

750 Battery Street, Suite 330, San Francisco CA 94111

(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 communication 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))

Section 13 – ~~Registrant’s~~Securities ~~Business~~ and ~~Operations~~Trading Markets

Item 1 3.01. ~~Entry~~Notice ~~into~~of ~~Material~~Delisting ~~Definitive~~or ~~Agreement~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 2130, 2011, Poniard Pharmaceuticals, Inc. (the “Company”) ~~and~~received ~~Allozyne,~~written ~~Inc.~~notification that the Nasdaq Qualifications Panel (“~~Allozyne~~Panel”) ~~entered~~had ~~into~~determined anto ~~agreement~~delist (the ~~“Merger~~Company’s ~~Termination~~common ~~Agreement”)~~stock ~~to mutually~~from ~~terminate~~ the ~~Agreement~~Nasdaq Stock Market and ~~Plan~~suspend oftrading ~~Merger~~in ~~and~~the ~~Reorganization~~shares ~~dated~~effective ~~June~~at the open of business on January 223, ~~2011~~2012. ~~(the~~The ~~“Merger~~Company’s ~~Agreement”).~~common stock ~~Consummation~~began oftrading under the ~~proposed~~symbol ~~merger~~“PARD” ~~was~~on ~~subject~~the toOTCQB aat ~~number~~the open of ~~conditions~~trading on January 3, ~~including~~2012, ~~approval~~where ~~for~~it ~~listing~~will ontrade ~~The Nasdaq~~until ~~Capital~~such ~~Market~~time ofas the ~~common~~Company ~~stock~~is ofable ~~the~~to ~~combined~~fulfill ~~company~~requirements ~~resulting~~for ~~from~~quotation on the ~~merger~~OTC Bulletin Board. The delisting ~~termination~~will ~~follows~~be ~~the~~complete ~~parties’~~once ~~determination~~the ~~that~~Nasdaq ~~the~~Stock ~~common~~Market ~~stock~~files ofa ~~the~~Form ~~combined~~25-NSE ~~company~~Notification ~~will~~of ~~not~~Delisting ~~qualify~~with ~~for~~the ~~listing~~Securities onand ~~The~~Exchange ~~Nasdaq~~Commission ~~Capital Market~~(“SEC”). ~~Neither~~The ~~Poniard~~delisting ~~nor~~does ~~Allozyne~~not ~~will~~change ~~incur~~the ~~any~~Company’s ~~termination~~obligation ~~fee~~ to ~~the~~file periodic and other asreports awith ~~result of~~ the ~~termination~~SEC ofunder ~~the~~applicable ~~Merger~~federal ~~Agreement~~securities laws.

~~Copies~~As ofpreviously reported, the ~~Merger~~Panel ~~Agreement~~issued ~~and~~a decision continuing the ~~Merger~~Company’s ~~Termination~~listing ~~Agreement~~on ~~are~~The ~~included~~Nasdaq asCapital ~~Exhibits~~Market ~~2.1~~on ~~and~~the ~~2.2~~condition that by December 31, ~~respectively~~2011, tothe ~~this~~Company ~~Report~~implement ~~and~~a ~~are~~reverse ~~incorporated~~stock ~~herein~~split byin ~~reference.~~a ~~The~~ratio ~~material~~sufficient ~~terms~~to ~~and conditions~~allow ofits ~~the~~common ~~Merger~~stock ~~Agreement~~to ~~were~~trade ~~previously~~above ~~disclosed~~$4.00, incomplete the Company’s ~~Current~~planned ~~Report~~merger ~~on Form 8-K filed~~ with ~~the SEC on June 27~~Allozyne, ~~2011~~Inc. A(“Allozyne”) ~~copy~~and ofobtain ~~the~~approval ~~Company’s press release announcing that the termination~~ of the ~~Merger Agreement~~combined isentity ~~attached~~on asthe ~~Exhibit 99.1~~Nasdaq toStock ~~this Report~~Market.

~~Item~~On 1December 22, 2011, the Company and Allozyne entered into an agreement to mutually terminate the proposed merger.~~02.~~ ~~Termination~~The termination followed the parties’ determination that the common stock of the acombined ~~Material~~company ~~Definitive~~would ~~Agreement~~not qualify for initial listing on The Nasdaq Capital Market.

~~Incorporated~~The byCompany’s ~~reference~~press torelease dated ~~Item~~January 3, 2012 is furnished as Exhibit 99.1.01 ~~above.~~

Section 85 – ~~Other~~Corporate ~~Information~~Governance and Management

Item 8 5.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 31, 2011, Ronald A. Martell resigned as Chief Executive Officer ~~immediately~~of the Company. Mr. Martell’s resignation was not the result of any disagreement with the Company. The Chief Executive Officer position will remain vacant for the foreseeable future, ~~address~~and the Executive Committee of the Company’s ~~principal~~board of ~~executive~~directors, ~~offices~~chaired ~~has~~by ~~changed~~Fred B. Craves, Ph.D., will assume responsibility for leading the Company’s management team. In addition to: Dr. Craves, the Executive Committee consists of Robert S. Basso, Robert M. Littauer and David R. Stevens, D.V.M., Ph.D. Biographical and other information about Dr. Craves and the other members of the Executive Committee can be found in the Company’s Schedule 14A Definitive Proxy Statement, filed with the SEC on April 27, 2011.

~~300~~Mr. Martell ~~Elliott~~will ~~Avenue~~continue ~~West~~to serve on the Company’s board of directors and was appointed Chairman of the Board, a non-officer position, replacing Jerry McMahon, Ph.D. Effective January 2, 2012, Dr. McMahon, along with E. Rolland Dickson, M.D., Gary A. Lyons and Nicholas J. Simon III, resigned as directors of the Company. These resignations were not the result of any disagreement with the Company.

~~Suite~~Section 9 ~~530~~– Financial Statements and Exhibits

Seattle, Washington 98119-4114

Section 9 – Other Information

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Reorganization by and between Poniard Pharmaceuticals, Inc., FV Acquisition Corp. and Allozyne, Inc., dated as of June 22, 2011 (incorporated by reference to Exhibit 2.1 to Poniard’s Current Report on Form 8-K filed with the SEC on June 27, 2011)
2.2		Merger Termination Agreement between Poniard Pharmaceuticals, Inc. and Allozyne, Inc. dated December 21, 2011
99.1		Press Release dated December 22, 2011

(d)

Exhibits

99.1 Press release dated January 3, 2012

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1994. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, actions by the OTCQB Marketplace, the OTC Bulletin Board and the market makers issuing quotations, if any, in the Company’s common stock, the Company’s immediate need for capital, and the risks and uncertainties described in the Company’s current and periodic reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Report on Form 10-Q for the period ended September 30, 2011. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. The Company undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

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 hereunto duly authorized.

	Poniard Pharmaceuticals, Inc.	~~Poniard Pharmaceuticals, Inc.~~
Dated: December 23, 2011		By:	/s/ Michael K. Jackson
Dated: January 5, 2012	By:	/s/ Michael K. Jackson
		Name: Michael K. Jackson	~~Name: Michael K. Jackson~~
		Title: Interim Chief Financial Officer	~~Title: Interim Chief Financial Officer~~

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Reorganization by and between Poniard Pharmaceuticals, Inc., FV Acquisition Corp. and Allozyne, Inc., dated as of June 22, 2011 (incorporated by reference to Exhibit 2.1 to Poniard’s Current Report on Form 8-K filed with the SEC on June 27, 2011)
99.1		Press Release dated January 3, 2012
2.2		Merger Termination Agreement between Poniard Pharmaceuticals, Inc. and Allozyne, Inc. dated December 21, 2011
99.1		Press Release dated December 22, 2011

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