Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 24, 2009, Sunesis Pharmaceuticals, Inc. (the "Company") submitted to the Listing Qualifications Department of the Nasdaq Stock Market ("NASDAQ") an application to transfer the listing of its common stock from The NASDAQ Global Market to The NASDAQ Capital Market. On July 29, 2009, the Company received notice from NASDAQ that its application to transfer listing of its common stock had been approved. The transfer will be effective at the opening of the market on August 3, 2009. Sunesis will continue to trade under the symbol "SNSS."

The NASDAQ Capital Market is a continuous trading market that operates in the same manner as The NASDAQ Global Market. All companies listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to NASDAQ's corporate governance standards. The Company believes it is in compliance with the minimum stockholders' equity requirement and all other applicable criteria for continued listing on The NASDAQ Capital Market, but for the $1.00 bid price requirement, which has been suspended by NASDAQ through August 2, 2009. As a result of the market transfer, the Company is no longer subject to delisting from NASDAQ as a result of the previously disclosed stockholders' equity deficiency as of December 31, 2008, but it will need to comply with The NASDAQ Capital Market's continued listing requirements on an ongoing basis.

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