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~~March 30, ~~2011~~2012

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
300 Elliott Avenue West, Suite 530, Seattle, Washington		94111
(Address of principal executive offices)		(Zip Code)

(206) 281-7001

(Registrant’s telephone number, including area code)

(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 3~~Item –5.02. ~~Securities~~Departure ~~and~~of ~~Trading~~Directors ~~Markets~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~On March 330, 2012, due to its current financial condition Poniard Pharmaceuticals, Inc.~~01.~~ ~~Notice~~(the “Company”) terminated all of ~~Delisting~~its oremployees. ~~Failure~~As topart ~~Satisfy~~of athat ~~Continued~~action ~~Listing~~it ~~Rule~~terminated orwithout ~~Standard;~~cause ~~Transfer~~the employment of ~~Listing~~both Michael S. Perry, DVM, PhD, its President, Chief Operating Officer and Chief Medical Officer, and Michael K. Jackson, its Interim Chief Financial Officer and Chief Accounting Officer, effective March 31, 2012. Dr. Perry and Mr. Jackson will become consultants to the Company under consulting arrangements yet to be completed.

~~On December~~Dr. ~~30,~~Perry ~~2011,~~will ~~Poniard~~receive ~~Pharmaceuticals,~~severance ~~Inc.~~benefits ~~(the~~under ~~“Company”)~~his ~~received~~Amended ~~written~~and ~~notification~~Restated ~~that~~Key ~~the~~Executive ~~Nasdaq Qualifications~~Severance ~~Panel~~Agreement ~~(“Panel”)~~dated ~~had~~as ~~determined~~of February 5, to2010, ~~delist~~a ~~the~~copy ~~Company’s~~of ~~common~~which ~~stock~~has ~~from~~been ~~the~~filed ~~Nasdaq~~with ~~Stock Market and suspend trading in~~ the ~~shares~~SEC ~~effective~~as ~~at the open of business on January~~Exhibit ~~3, 2012~~10.13 ~~The~~to the Company’s ~~common stock~~Form 10-K ~~began~~for ~~trading under~~ the ~~symbol~~year ~~“PARD”~~ended ~~on the OTCQB at the open of trading on January~~December 331, ~~2012,~~2010 ~~where~~and itis ~~will~~incorporated ~~trade~~herein ~~until~~by ~~such~~reference ~~time~~to asExhibit ~~the~~99.1 ~~Company is able~~ to ~~fulfill~~this ~~requirements~~Current ~~for quotation on the OTC Bulletin Board~~Report. ~~The~~ ~~delisting~~Dr. Perry’s ~~will~~severance bebenefits ~~complete~~are ~~once~~subject ~~the~~to ~~Nasdaq~~effectiveness ~~Stock~~of ~~Market files~~ a ~~Form~~general ~~25-NSE~~release ~~Notification~~and waiver of ~~Delisting~~claims ~~with~~by ~~the Securities and Exchange Commission (“SEC”)~~Dr. Perry ~~The~~against ~~delisting does not change~~ the Company~~’s obligation to file periodic and other reports with the SEC under applicable federal securities laws~~.

AsMr. Jackson ~~previously~~will ~~reported,~~receive ~~the~~severance ~~Panel~~benefits ~~issued~~under ahis ~~decision continuing~~Amended ~~the~~and ~~Company’s~~Restated ~~listing~~Key onExecutive ~~The~~Severance ~~Nasdaq~~Agreement ~~Capital~~dated ~~Market~~as onof ~~the~~February 24, ~~condition~~2009, ~~that~~a bycopy ~~December~~of which has been filed with the SEC as Exhibit ~~31,~~10.24 ~~2011,~~to the Company’s ~~implement~~Form 10-K afor ~~reverse~~the ~~stock~~year ~~split~~ended inDecember 31, a2010 ~~ratio~~and ~~sufficient~~is toincorporated ~~allow~~herein ~~its~~by ~~common~~reference ~~stock~~to Exhibit 99.2 to ~~trade~~this ~~above~~Current $4Report.~~00,~~ ~~complete the Company~~Mr. Jackson’s ~~planned~~severance ~~merger~~benefits ~~with~~are ~~Allozyne,~~subject ~~Inc.~~to ~~(“Allozyne”)~~effectiveness of ~~and~~a ~~obtain~~general ~~approval~~release and waiver of ~~the~~claims ~~combined~~by ~~entity~~Mr. Jackson onagainst the ~~Nasdaq Stock Market~~Company.

OnItem ~~December 22, 2011, the Company and Allozyne entered into an agreement to mutually terminate the proposed merger~~8.01. ~~The~~Other ~~termination followed the parties’ determination that the common stock of the combined company would not qualify for initial listing on The Nasdaq Capital Market~~Events.

~~The~~As noted above, on March 30, 2012, in addition to the officers above, the Company’s ~~press~~terminated ~~release dated~~its ~~January~~remaining employees effective March 331, 2012. isThe ~~furnished~~Company ashas ~~Exhibit~~ceased 99substantially all of its operations.1 The Company plans to seek short-term financing, which may be from a related party, to support minimal operations while the Company explores alternative sources of financing in order to continue its efforts to enter into an arrangement to support the continued development of its picoplatin product candidate.

On March 30, 2012, the Company filed a Form 12b-25 “Notification Of Late Filing of Annual Report on Form 10-K,” for the fiscal year ending December 31, 2011, and intends to file a Form 15 “Certification and Notice of Termination of Registration Under Section 512(g) –of ~~Corporate~~the ~~Governance~~Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and ~~Management~~15(d) of the Securities Exchange Act of 1934” to suspend its filing obligations under the Securities Exchange Act of 1934, as amended. The Company currently does not have sufficient resources to prepare and file its Annual Report on Form 10-K and other reports otherwise required under the Securities Exchange Act of 1934. As a result, public information about the company will be limited significantly in the future.

Item 5.02. Departure 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 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, and the Executive Committee of the Company’s board of directors, chaired by 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.

Mr. Martell will continue 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.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press release dated January 3, 2012



99.1		Amended and Restated Key Executive Severance Agreement dated as of February 5, 2010, between the Company and Michael S. Perry, Incorporated by reference herein to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010

99.2		Amended and Restated Key Executive Severance Agreement dated as of February 24, 2009, between the Company and Michael K. Jackson, Incorporated by reference herein to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010

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~~Forward-looking statements ~~are~~include ~~based on~~statements ~~management’s~~relating ~~current expectations, but actual results may differ materially due~~ to ~~various~~future ~~risks~~financial ~~and~~or ~~uncertainties,~~business ~~including~~performance, ~~but~~conditions ~~not~~or ~~limited~~strategies ~~to, actions by the OTCQB Marketplace, the OTC Bulletin Board~~ and ~~the~~other ~~market~~financial ~~makers~~or ~~issuing quotations,~~business ~~if any~~matters, inincluding ~~the~~expectations ~~Company’s common stock, the Company’s immediate need for capital,~~ and ~~the~~strategies ~~risks~~regarding ~~and uncertainties described in~~ the Company’s ~~current~~ability ~~and~~to ~~periodic~~obtain ~~reports~~funds ~~filed~~through ~~with~~future ~~the~~financings. ~~SEC, including the Company’s~~These ~~Annual Report on Form 10~~forward-Klooking ~~for~~statements ~~the~~are ~~year~~subject ~~ended~~to ~~December 31~~certain assumptions, ~~2010~~risks and ~~its~~uncertainties ~~Quarterly~~that ~~Report~~could oncause ~~Form~~actual ~~10-Q~~results ~~for~~and ~~the~~events ~~period ended September 30, 2011. Readers are cautioned not~~ to ~~place~~differ ~~undue~~materially ~~reliance~~from onthe ~~these forward-looking~~ statements, ~~which speak~~made. ~~only~~Examples as of ~~the~~such ~~date~~risks ofand ~~this~~uncertainties ~~Report.~~include: ~~The~~the Company’s ability ~~undertakes no obligation~~ to ~~update~~find any ~~forward-looking~~source ~~statements~~of financing and to ~~reflect~~secure ~~new~~and ~~information,~~maintain ~~events~~an orarrangement ~~circumstances~~to ~~after~~support the ~~date~~continued development of ~~this~~its ~~Report~~picoplatin orproduct ~~to reflect the occurrence of unanticipated events~~candidate.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report. Poniard undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.

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: January 5, 2012	By:	/s/ Michael K. Jackson
Dated: April 2, 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
99.1		Press Release dated January 3, 2012

Filing Compare · PONIARD PHARMACEUTICALS, INC.