Viracta Therapeutics, Inc. executed the Offer Letter to acquire Sunesis Pharmaceuticals, Inc. (NasdaqCM:SNSS) in a reverse merger transaction on October 23, 2020. Viracta Therapeutics, Inc. entered into a definitive merger agreement to acquire Sunesis Pharmaceuticals, Inc. (NasdaqCM:SNSS) in a reverse merger transaction on November 29, 2020. Under the terms of the merger agreement, stockholders of Viracta will receive newly issued shares of Sunesis common stock. Viracta Therapeutics stockholders are expected to own approximately 86% and Sunesis stockholders will own approximately 14% of the combined company on a fully diluted basis using the treasury stock method. The percentage of the combined company that Sunesis stockholders will own as of the close of the merger may be subject to adjustment based on Sunesis' net cash at the closing date, among other adjustments. Concurrent with the execution of the agreement, Viracta entered into an agreement for the sale of common stock in a private placement. If the Merger Agreement is terminated by Viracta in certain circumstances, a termination fee of $1.5 million will be payable by Viracta to Sunesis. Additionally, (1) in the event of a termination in connection with a change in recommendation by Viracta's board of directors, then a termination fee of $3.0 million will be payable by Viracta to Sunesis, (2) in the event of a termination by Sunesis in connection with entering into a definitive agreement in connection with a superior offer, a termination fee of $1.5 million will be payable by Sunesis to Viracta. Upon completion of the merger, the combined company will operate under the name, Viracta Therapeutics, Inc. and intends to be listed on the Nasdaq Global Market under the ticker symbol 'VIRX'. The combined company will be led by Viracta's current management team and will be headquartered in Cardiff, California. Following the Closing, Ivor Royston, Managing Director of Viracta will serve as the President and Chief Executive Officer of the combined company. The Board of Directors is expected to consist of seven members, including six members from Viracta's board and one member from Sunesis' board. As of December 22, 2020, the expected directors and executive officers of the combined company following the closing of the Merger includes: Ivor Royston, Chief Executive Officer, President and Director, Daniel Chevallard, Chief Financial Officer and Secretary, Lisa Rojkjaer, Chief Medical Officer, Michael Huang, Director, Sam Murphy, Director, Roger J. Pomerantz, Director, Gur Roshwalb, Director, Thomas Darcy, Director and Richard Ghalie, Director. Nicole Onetto, Managing Director, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal. The transaction is subject to approvals by stockholders and board of Viracta Therapeutics and Sunesis Pharmaceuticals, continuous listing of existing shares and listing approval of new shares to be issued of Sunesis Pharmaceuticals, execution of lock-up agreement, registration statement effectiveness, net cash of Sunesis Pharmaceuticals shall not be less than $7.5 million, Termination of Investor Agreements and other customary closing conditions. The agreement has been unanimously approved by the Board of Directors of Viracta Therapeutics and Sunesis Pharmaceuticals. Sunesis's shareholders meeting is scheduled on February 22, 2021. The Board of Sunesis recommends the shareholders to vote in favor of the transaction.

The transaction is expected to close in the first quarter of 2021. John McKenna from Cooley LLP served as a legal advisor and MTS Health Partners, L.P. served as a financial advisor for Sunesis Pharmaceuticals. Upon the consummation of the Merger, Sunesis will be obligated to pay to MTS Health Partners, L.P. a fee equal to approximately $2 million. Martin Waters and Kathy H. Ku from Wilson Sonsini Goodrich & Rosati, P.C. served as a legal advisor for Viracta Therapeutics. MTS Securities rendered its fairness opinion and Sunesis paid a fee of $400,000. American Stock Transfer & Trust Company, LLC served as transfer agent and registrar to Sunesis Pharmaceuticals. D.F. King & Co., Inc. served as proxy solicitor for Sunesis Pharmaceuticals and received a fee of approximately $15,000 plus reasonable out-of-pocket costs and expenses. Ernst & Young LLP provided its auditor's report on financials of Viracta Therapeutics, Inc. while MTS SECURITIES, LLC provided its auditor's report on financials of Sonsini. American Stock Transfer & Trust Company, LLC acted as transfer agent to Sunesis.

Viracta Therapeutics, Inc. completed the acquisition of Sunesis Pharmaceuticals, Inc. (NasdaqCM:SNSS) for approximately $100 million in a reverse merger transaction on February 24, 2021. The resulting issuer will start trading under ticker symbol “VIRX” on February 25, 2021. In connection with the closing of the transaction, Steve R. Carchedi, Steven B. Ketchum, Ph.D., Homer L. Pearce, Ph.D., David C. Stump, M.D., H. Ward Wolff, and James W. Young, Ph.D. resigned from the Board of Sunesis, also the employment of Parvinder S. Hyare, interim Chief Executive Officer, Tina Gullota, Principal Financial Officer and Judith A. Fox, the Chief Scientific Officer has been terminated.