Sunesis Pharmaceuticals (SNSS)

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Securities Registration Statement (simplified form) (S-3)

http://ih.advfn.com/p.php?pid=nmona&article=43651687&symbol=N^SNSS

175,847,950 Shares

This prospectus relates to the disposition from time to time of up to 175,847,950 shares of our common stock, including 27,552,790 shares of our common stock issuable upon the exercise of outstanding warrants, which are held by the selling stockholders named in this prospectus. The selling stockholders acquired the common stock from us in separate closings of a private placement on April 3, 2009, October 30, 2009 and June 30, 2010, respectively, and are more fully described on page 3 of this prospectus under “Private Placement.”

The selling stockholders may resell or dispose of the shares of our common stock, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in this prospectus under “Plan of Distribution.” The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the shares, or interests therein. We will bear all costs, expenses and fees in connection with the registration of the shares. We will not receive any of the proceeds from the sale of these shares of our common stock by the selling stockholders. We will, however, receive the net proceeds of any warrants exercised for cash. We provide more information about how the selling stockholders may sell their shares of common stock in the section entitled “Plan of Distribution” beginning on page 22 of this prospectus.

Our common stock is listed on The NASDAQ Capital Market under the symbol “SNSS.” The last reported sale price of our common stock on July 16, 2010 was $0.49 per share.


(1) This registration statement relates to the resale by the selling stockholders named herein of up to 175,847,950 shares of common stock, par value $0.0001 per share, of the registrant that were acquired by the selling stockholders in separate closings of a private placement, dated April 3, 2009, October 30, 2009 and June 30, 2010, respectively.
(2) Based upon the estimated maximum number of shares of common stock that may be sold by the selling stockholders. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock as reported on The NASDAQ Capital Market on July 14, 2010.