UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Sunesis Pharmaceuticals INC

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

867328700

(CUSIP Number)

 

July 29, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[  ] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[  ] Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
 

 

CUSIP No. 867328700

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ayrton Capital LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [  ]

(b) [X]

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

10,869,565*

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

10,869,565*

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,869,565*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.65%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

* The ownership information above is as of the end of the business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.

 

 
 

 

CUSIP No. 867328700

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [  ]

(b) [X]

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

10,869,565*

6.

SHARED VOTING POWER

 

 

7.

SOLE DISPOSITIVE POWER

 

10,869,565*

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,869,565*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.65%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

*The ownership information above is as of the end of the business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.

  

 
 

 

CUSIP No. 867328700

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Waqas Khatri

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [  ]

(b) [X]

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Pakistan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

10,869,565*

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

10,869,565*

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,869,565*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.65%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

* The ownership information above is as of the end of the business day on July 29, 2020, the day on which the filing of this Schedule 13G was triggered.

 

 
 

 

CUSIP No.   867328700

 

Item 1. (a). Name of Issuer:
     
    Sunesis Pharmaceuticals, INC
     
  (b). Address of issuer’s principal executive offices:
     
    395 Oyster Point Boulevard, Suite 400
    South San Francisco, California 94080
     
Item 2. (a). Name of person filing:
     
   

Ayrton Capital LLC

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

    Waqas Khatri
     
     
  (b). Address or principal business office or, if none, residence:

 

    Ayrton Capital LLC
    222 Broadway 19th Floor
   

New York, New York 10038

 

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Suite #7, Grand Pavilion Commercial Centre

802 West Bay Road

Grand Cayman

P.O. Box 10250

KY1-1003

Cayman Islands

 

     
   

Waqas Khatri

c/o Ayrton Capital LLC

222 Broadway, 19th Fl

New York, NY 10038

     
     
  (c). Citizenship:
     
   

Ayrton Capital LLC – Delaware limited liability company

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B- Cayman Islands

 

    Waqas Khatri – Pakistan
     
     
  (d). Title of class of securities:
     
    Common Stock, $0.0001 par value
     
  (e). CUSIP No.:
     
    867328700

 

 
 

 

Item 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 

  (a)   [_]   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
           
  (b)   [_]   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
           
  (c)   [_]   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
           
  (d)   [_]   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
         
  (e)   [_]   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
           
  (f)   [_]   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
           
  (g)   [_]   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
  (h)   [_]   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
           
  (i)   [_]   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
           
  (j)   [_]   A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
           
  (k)   [_]   Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 

 

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

Ayrton Capital LLC –10,869,565 shares*

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B - 10,869,565 shares*

Waqas Khatri – 10,869,565 shares*

 

  (b) Percent of class:

 

Ayrton Capital LLC –6.65%*

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B – 6.65%*

Waqas Khatri – 6.65%*

 

  (c) Number of shares as to which Ayrton Capital LLC has:

 

  (i) Sole power to vote or to direct the vote   10,869,565* ,
           
  (ii) Shared power to vote or to direct the vote   0 ,
           
  (iii) Sole power to dispose or to direct the disposition of   10,869,565* ,
           
  (iv) Shared power to dispose or to direct the disposition of   0 .
           
  Number of shares as to which Waqas Khatri has:      
           
  (i) Sole power to vote or to direct the vote   10,869,565* ,
           
  (ii) Shared power to vote or to direct the vote   0 ,
           
  (iii) Sole power to dispose or to direct the disposition of   10,869,565* ,
           
  (iv) Shared power to dispose or to direct the disposition of   0 .

 

 

Number of shares as to which Alto Opportunity Master Fund SPC-

Segregated Master Portfolio B has:

     
           
  (i) Sole power to vote or to direct the vote   10,869,565* ,
           
  (ii) Shared power to vote or to direct the vote   0 ,
           
  (iii) Sole power to dispose or to direct the disposition of   10,869,565* ,
           
  (iv) Shared power to dispose or to direct the disposition of   0 .

 

*Shares reported herein were held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Fund”), a Cayman Islands exempted company (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment vehicle for which Ayrton Capital LLC (the “Investment Manager”) serves as the investment manager and Waqas Khatri serves as the managing member of the Investment Manager.

 

By virtue of these relationships, the Reporting Persons may be deemed to have sole voting and dispositive power with respect to the Shares owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Exchange Act, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

 

 

 

 

The percentage ownership of each Reporting Person is based on 163,567,149 Ordinary Shares outstanding as of July 29, 2020, as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on July 30, 2020.

 

As of July 30, 2020, the Fund owned 0 shares of Common Stock, representing 0% of all outstanding shares of Common Stock.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

N/A

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

N/A

 

Item 8. Identification and Classification of Members of the Group.

 

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

 

N/A

 

Item 9. Notice of Dissolution of Group.

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

 

N/A

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 7, 2020 Ayrton Capital LLC
     
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member
     
  Alto Opportunity Master Fund SPC – Segregated Master Portfolio B
     
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member
     
  Ayrton Capital LLC
     
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

 

Exhibit 1

 

Joint Filing Statement

 

Statement Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, Par Value $0.001, of Sunesis Pharmaceuticals INC beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

 

Dated: August 7, 2020 Ayrton Capital LLC
     
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member
     
  Alto Opportunity Master Fund SPC – Segregated Master Portfolio B
     
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member
     
  Ayrton Capital LLC
   
  By: /s/ Waqas Khatri
  Name: Waqas Khatri
  Title: Managing Member