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): March 26, 2021

VIRACTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Compensation

On March 26, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Viracta Therapeutics, Inc. (the “Company”) approved annual base salaries and bonus opportunities for fiscal 2021 for the Company’s Chief Executive Officer, Chief Medical Officer, and Chief Financial Officer and Chief Operating Officer, each as more fully set forth below:

Outside Director Compensation Policy

Also on March 26, 2021, the Compensation Committee approved and recommended to the Board for approval an amended and restated Outside Director Compensation Policy (the “Amended Director Compensation Policy”), which the Board approved on March 31, 2021. Pursuant to the terms of the Amended Director Compensation Policy, each non-employee director will receive an annual cash retainer of $40,000. In addition, each non-employee director who serves as chair or member of a committee will be entitled to receive the following cash compensation under the policy for his or her services:

In addition to the cash compensation set forth above, each person who first becomes a non-employee director after the effective date of the Amended Director Compensation Policy will receive an initial award of stock options to purchase 80,000 shares of common stock of the Company, which such award will vest in equal installments over 36 months, subject to continued services to the Company through the applicable vesting dates and (ii) each non-employee director automatically will receive, on the first trading day immediately after the date of each annual meeting of stockholders an annual award of stock options to purchase 40,000 shares of common stock of the Company, which such award will vest in equal monthly installments over 12 months, or if earlier, the day immediately before the date of the next annual meeting that occurs after the applicable grant date, subject to continued services to the Company through the applicable vesting date. No annual awards are expected to be granted in 2021.

The foregoing description of the Amended Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director Compensation Policy, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Chair Compensation

Also on March 26, 2021, the Compensation Committee approved compensation arrangements for Dr. Roger Pomerantz, the Chair of the Board providing that, in lieu of the compensation under the Amended Director Compensation Policy, Dr. Pomerantz would receive an annual cash retainer of $150,000, effective as of March 1, 2021, and an initial award of stock options to purchase 135,000 shares of common stock of the Company, vesting on the same schedule as the initial awards contemplated by the Amended Director Compensation Policy. In connection with the approval of such compensatory arrangements, Dr. Pomerantz resigned from the Nominating and Corporate Governance Committee, effective March 26, 2021.

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.

Dated: April 1, 2021