UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Viracta Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders:

We are pleased to invite you to attend the 20222023 annual meeting of stockholders (the “Annual Meeting”) of Viracta Therapeutics, Inc., to be held on Wednesday,Thursday, June 8, 20222023 at 10:00 a.m., Pacific Time. Due to public health concerns and restrictions associated with the COVID-19 pandemic, theTime as a virtual meeting. The Annual Meeting will be held in a virtual format. Wemeeting format only, which we believe this format supports the health and well-being of our stockholders and affords the same rights and opportunities to participate in the Annual Meeting to all stockholders irrespective of location. You will be able to attend the Annual Meeting virtually by visiting https://www.proxydocs.com/VIRX where you will be able to listen to the meeting live, submit questions and vote online.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the Annual Meeting.

Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Viracta.

Sincerely,

Ivor Royston, M.D.

Mark Rothera

President and Chief Executive Officer

Cardiff, California

VIRACTA THERAPEUTICS, INC.

2533 S. Coast Hwy. 101, Suite 210

Cardiff, California 92007

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By order of the Board of Directors,

Explanatory Note

On November 29, 2020, the Company, then operating as Sunesis Pharmaceuticals, Inc., entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with privately-held Viracta Therapeutics, Inc. (“Private Viracta”) and Sol Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). On February 24, 2021, Merger Sub merged into Private Viracta, with Private Viracta surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Sunesis changed its name to Viracta Therapeutics, Inc. On February 25, 2021, the combined company’s common stock began trading on The Nasdaq Global Select Market under the ticker symbol “VIRX”.

Except as otherwise indicated, references herein to “Viracta,” the “Company,” or the “combined company”, refer to Viracta Therapeutics, Inc. on a post-Merger basis, and the term “Private Viracta” refers to the business of privately-held Viracta Therapeutics, Inc., prior to the completion of the Merger. References to “Sunesis” refer to Sunesis Pharmaceuticals, Inc. prior to completion of the Merger.

TABLE OF CONTENTS

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VIRACTA THERAPEUTICS, INC.

PROXY STATEMENT

FOR 20222023 ANNUAL MEETING OF STOCKHOLDERS

To be held at 10:00 a.m., Pacific Time, on Wednesday,Thursday, June 8, 20222023

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.carefully before voting your shares.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20222023 Annual Meeting of stockholders of Viracta Therapeutics, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Wednesday,Thursday, June 8, 2022,2023, at 10:00 a.m., Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting https://www.proxydocs.com/VIRX, where you will be able to listen to the meeting live, submit questions and vote online during the meeting by entering the control number on your proxy card. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

The Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or given on or about April 27, 2022,2023, to all stockholders of record as of April 19, 2022.2023. The proxy materials and our annual report can be accessed as of April 27, 2022,2023, by visiting

https://www.proxydocs.com/VIRX. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.

What proposals will be voted on at the Annual Meeting?

The following proposals will be voted on at the Annual Meeting:

As of the date of this proxy statement, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting.

How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

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What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the Annual Meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

Stockholder of Record. If you are a stockholder of record, you may vote in one of the following ways:

Street Name Stockholders. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or notice of internet availability of proxy materials indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the Annual Meeting with the control number indicated on that voting instruction form or notice of internet availability of proxy materials. Otherwise, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

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In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.2023. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before (or at) the Annual Meeting by:

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

What do I need to do to attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast only.

Stockholder of Record. If you were a stockholder of record as of the record date, then you may attend the Annual Meeting virtually, and will be able to submit your questions during the meeting and vote your shares

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How can I get help if I have trouble checking in or listening to the Annual Meeting online?

If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Ivor Royston, M.D.,Mark Rothera, our President and Chief Executive Officer, and Daniel Chevallard, our Chief Operating Officer and Chief Financial Officer, have been designated as proxy holders for the Annual Meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Who will count the votes?

A representative of the Company will tabulate the votes and act as inspector of election.

How can I contact Viracta’s transfer agent?

You may contact our transfer agent, American Stock Transfer & Trust Company, LLC, by telephone at (800) 937-5449, or by writing American Stock Transfer & Trust Company, LLC, at 6201 15^th Avenue, Brooklyn, NY 11219. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at https://www.astfinancial.com/.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

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What does it mean if I receive more than one Notice of Internet Availability or more than set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the Notice of Internet Availability or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or proxy statement and annual report, as applicable, you may contact us as follows:

Viracta Therapeutics, Inc.

Attention: Investor Relations

2533 S. Coast Hwy. 101, Suite 210

Cardiff, California 92007

Tel: (858) 400-8470

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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In the event that we hold our 20232024 annual meeting more or less than 30 days after the one-year anniversary of this year’s Annual Meeting, then such written notice must be received by our corporate secretary at our principal executive offices:

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our board of directors currently consists of eleven (11) directors, ten (10)nine (9) of whom are independent under the listing standards of The Nasdaq Stock Market LLC, or Nasdaq. Our board of directors is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

Dr. RoshwalbOnetto will not be standing for re-election at the Annual Meeting, and we plan to reduce our board of directors to ten (10) as of the Annual Meeting. Dr. RoshwalbOnetto will continue to serve as a member of the board of directors until the Annual Meeting.

In connection with Dr. Roshwalb’s decision not to stand for re-election at the Annual Meeting, in order to maintain all classes of the board of directors as nearly equal in number as is practicable, Roger Pomerantz agreed to resign as a Class III director, effective as of the Annual Meeting, and to stand for election to the Board of Directors as a Class I director at the Annual Meeting. In connection therewith, our board of directors has nominated Dr. Pomerantz for election as a Class I director at the Annual Meeting. Dr. Pomerantz’s agreement to resign is solely to maintain the size of each class of directors as nearly equal in number as possible and, subject to his election to the board of directors as a Class I director at the Annual Meeting, his service on the board of directors will continue uninterrupted without any break in service. For further discussion of this matter, please see our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2022.

The following table sets forth the names, ages as of April 19, 2022,2023, and certain other information for each of our directors and director nominees:

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audit committee of Lytx, Inc., a privately-held technology company. Prior to SAIC, he was an audit Partner in the accounting firm of PricewaterhouseCoopers LLP, where he served as the Managing Partner of both the West and Southwest Region Audit and Business Advisory Service Technology practices, as well as the Managing Partner of the San Diego office. Mr. Darcy is a Certified Public Accountant (inactive) in the state of California and graduated from San Diego State University with a B.S. in Accounting.

We believe Mr. Darcy is qualified to serve on our board of directors because of his life sciences public company experience and his financial and accounting background and expertise.

Jane F. Barlow, M.D., MPH, MBA, Director

Dr. Barlow has served as a member of the board of directors since August 2021. Dr. Barlow is currently the Chief Executive Officer of Jane Barlow & Associates, LLC and a Board Director for ContraFect Corporation and Sera Prognostics. She is Executive Vice President and Chief Clinical Officer at Real Endpoints, a market access consultancy, Senior Advisor to MIT’s Center for Biomedical Innovation and serves on the biotech advisory board of Pictet Asset Management and the advisory board of Refractor Health. Prior to her current roles, she was Associate Chief Medical Officer at CVS Health and Chief Medical Officer of CVS Health Government Services where she successfully implemented industry-leading clinical strategies supporting drug purchasing, distribution, and utilization management. Formerly, she served as Vice President of Clinical Innovation at Medco Health Solutions, leading the adoption of cutting-edge therapeutic programs through all aspects of pharmacy. Dr. Barlow has extensive experience in steering pharmaceutical development and commercialization by strategically weighing the value and economic impact that drug candidates bring to the healthcare ecosystem at large. Dr. Barlow previously served on the boards of Momenta Pharmaceuticals, Inc. (prior to and during its sale to Johnson and Johnson), TherapeuticsMD Inc., and SilverScript Insurance Company. Dr. Barlow received her medical degree from Creighton University School of Medicine and subsequently completed her residency in occupational and environmental medicine at The Johns Hopkins University, where she also earned her MPH. She is a distinguished graduate of the United States Air Force School of Aerospace Medicine and served as Chief of Flight Medicine at the Beale and Maxwell Air Force Bases. Additionally, she holds an MBA from the University of Alabama. She is board-certified in occupational medicine and a fellow of the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine. She is a diplomat of the American College of Physician Executives and a member of the American Medical Association.

We believe that Dr. Barlow is qualified to serve on our board of directors because of her extensive medical and scientific knowledge and experience, as well as her senior management experience in the healthcare industry.

Barry J. Simon, M.D., Director

Dr. Simon has served as a member of the board of directors since March 2021, and previously served on the Private Viracta board of directors from October 2019July 2017 until November 2020. Dr. Simon has served as a director since June 2008 and as the closingChief Corporate Affairs Officer of the Merger. He has beenImmunityBio, Inc. (NASDAQ:IBRX), a managing partner at Taiwania Capital Management Company’s Life Science Fundbiopharmaceutical company, since 2018.March 2021. Prior to joining Taiwania, Mr. Huang was that, Dr. Simon served as Immunity Bio’s President and Chief Administrative Officer from January 2017 to March 2021 and served as President and Chief Operating Officer from March 2015 to December 2016. From 2007 to March 2015, Dr. Simon served as NantKwest Inc.’s President and Chief Executive Officer. Dr. Simon has also served as the Co-founderChairman, President and Chief Executive Officer of NeuroVive Pharmaceutical Asia, Inc. (NVP Asia). Prior to NPV Asia, Mr. Huang had served as head of investor relations for TWi Pharmaceuticals,Brink Biologics, Inc., a specialty genericsbioanalytics, reagents and testings service company, in Taiwan. Mr. Huang currently servessince June 2015. He also previously served on the board of directors of Frequency TherapeuticsCue BioPharma, Inc. (NASDAQ: FREQ)CUE), Elixiron Therapeutics, Inc.a biopharmaceutical company from March 2016 to June 2021. Previously, Dr. Simon held Vice President, senior level and advisory positions at F. Hoffmann-La Roche, a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation (NASDAQ:CNCT), Regenacy Pharmaceuticals, Inc.a specialty pharmaceutical company, Immunomedics (NASDAQ:IMMU), Windgapa biopharmaceutical company, Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank and NorthSound Capital, LLC, a U.S.-based hedge fund and contributed to several product launches that included Valcyt^® (valganciclovir) for

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CMV retinitis, Xeloda^® (capecitabine) for metastatic breast cancer, Kytril^® (Granisetron) for CINV, Boniva^® (ibandronate) for osteoporosis, Tamiflu^® (oseltamivir) for Influenza, Fortovase^® (saquinavir) and Fuzeon^® (enfuvirtide) for HIV and Pegasys^® (peginterferon alpha-2a) for hepatitis C. Dr. Simon attended corporate training programs by the London School of Business and the Amos Tuck School of Business at Dartmouth College. Dr. Simon trained clinically in Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Inc.Center and Point Robotics Medtech, Inc. Mr. Huang earned a M.S. degree in ChemistryInternal Medicine at New York University and received his M.D. from the University of Texas at Arlington and an MBA degree from Rice University’s Jones Graduate School of Business.SUNY Downstate Health Sciences Center in New York.

We believe Mr. Huangthat Dr. Simon is qualified to serve on our board of directors because of his extensive medical and scientific knowledge and experience, as a board member,well as his medical marketing, senior management and commercial experience working in the venture capital industry, leadership skills and life sciences public company experience.biopharmaceutical industry.

Continuing Directors

Sam Murphy, Ph.D., Director

Dr. Murphy has served as a member of the board of directors since February 2021, and previously served on the Private Viracta board of directors from January 2019 until the closing of the Merger. He has been a Vice President and Head of International Business Development for Shenzhen Salubris Pharmaceutical Co. Ltd. since 2017, and currently serves as Chief Executive Officer of its United States subsidiary, Salubris Biotherapeutics, Inc. Prior to joining Salubris, Dr. Murphy worked for ten years in strategy consulting and transaction advisory services across several global firms including IMS (now IQVIA) and Simon-Kucher & Partners. Dr. Murphy currently serves on the boards of GO Therapeutics, Inc. (chair) and MedAlliance S.A. Dr. Murphy earned a B.A. in Biochemistry, Ph.D. in Molecular Biology with a concentration in Virology and completed his Post-Doctoral Fellowship in Gene Therapy and Translational Medicine at the University of Pennsylvania.

We believe Dr. Murphy is qualified to serve on our board of directors because of his experience as a board member, his scientific background, and his advisory experience in the biotechnology industry.

Roger J. Pomerantz, M.D., Director and Chair

Dr. Pomerantz has served as a member of the board of directors since February 2021, and previously served on the Private Viracta board of directors from 2020 until the closing of the Merger. Dr. Pomerantz has been President, Chief Executive Officer and Chairman of the Board of ContraFect Corporation (NASDAQ: CFRX) since April 2019. Previously, Dr. Pomerantz was a Venture Partner at Flagship Pioneering from 2014 through 2019. In addition, he served as the President, Chief Executive Officer and Chairman of the Board of Seres Therapeutics from 2014-2019, where he continues to serve as Senior Advisor to its Board of Directors. Previously, Dr. Pomerantz was Senior Vice President, Worldwide Head of Licensing & Acquisition at Merck & Co., Inc and prior to that was Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global Head of Infectious Diseases for Johnson & Johnson Pharmaceuticals. He also served as Chief Executive Officer of Tibotec Pharmaceuticals, Inc. Dr. Pomerantz currently serves on the boards of Intec Pharma Ltd. (NASDAQ: NTEC), Collplant Biosciences Ltd. (NASDAQ: CLGN) and Indaptus Therapeutics (NASDAQ:INDP). Dr. Pomerantz received his B.A. in Biochemistry at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He received post-graduate training at the Massachusetts General Hospital, Harvard Medical School and M.I.T. Dr. Pomerantz is Board Certified in both internal medicine and infectious diseases. He was Professor of Medicine, Biochemistry and Molecular Pharmacology, Chief of Infectious Diseases, and the Founding Director and Chair of the Institute for Human Virology and Biodefense at the Thomas Jefferson University and Medical School.

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Ivor Royston, M.D., Chief Executive Officer, President and Director

Dr. Royston has served as Chief Executive Officer, President, and a member of the board of directors sincefrom the closing of the Merger in February 2021.2021 until September 2022, from which time Dr. Royston has continued to serve as a Director. Dr. Royston was also Chief Executive Officer and President of Private Viracta from 2015 until the closing of the Merger and a member of Private Viracta’sViracta (fka Hemaquest)’s board of directors from October 2007 until the closing of the Merger. From 1990 to 2017, Dr. Royston was a Managing Partner of Forward Ventures, a life science venture capital firm. From 1990 to 2000, Dr. Royston also held the position of Chief Executive Officer of the Sidney Kimmel Cancer Center. Prior to that, Dr. Royston was the Director of Clinical Immunology at University of California, San Diego Cancer Center. Dr. Royston was the co-founder of Hybritech, Inc., which developed the PSA test for prostate cancer; and the co-founder of IDEC Corporation, which developed a monoclonal antibody therapy for cancer, and which subsequently merged with Biogen to form Biogen Idec, now Biogen. Dr. Royston currently serves on the board of directors of Biocept, Inc. (NASDAQ:BIOC). Dr. Royston has served as Executive Chairman of Geneditor Biologics Corp. since April 2023. Dr. Royston received his B.A. and M.D. degrees from Johns Hopkins University and completed post-doctoral training in internal medicine and medical oncology at Stanford University.

We believe Dr. Royston is qualified to serve on our board of directors because of the perspective and experience he brings as Viracta’s former President and Chief Executive Officer, his broad experience in the biotechnology industry, his educational background and his medical expertise.

Nicole Onetto, M.D., Director

Dr. Onetto has served as a member of the board of directors since September 2019. Dr. Onetto is a medical doctor and independent consultant in oncology, drug development, and translational research. She was Deputy Director and Chief Scientific Officer at the Ontario Institute for Cancer Research from 2009 to 2016. From 2005 to 2009 she was Chief Medical Officer at ZymoGenetics, a biotechnology company developing protein therapeutics. From 2002 to 2005, she served at OSI Pharmaceuticals, a biopharma company developing targeted cancer therapies, first as Executive Vice President Oncology, and then as Chief Medical Officer. Her career in the pharmaceutical industry also includes senior management positions at Bristol-Myers Squibb, Nexstar Pharmaceuticals, which was acquired by Gilead Sciences, and Immunex. Dr. Onetto serves as a board member of Basilea Pharmaceutica Ltd. and Bolt Biotherapeutics, Inc. (NASDAQ:BOLT). Previously, Dr. Onetto served for eleven years as a board member of ImmunoGen. Dr. Onetto earned her BS from the University of Paris, and an MS in Pharmacology from the University of Montréal. She obtained her MD and a Hematology-Oncology Certificate from the University of Paris.

We believe that Dr. Onetto is qualified to serve on our board of directors due to her scientific and medical expertise and experience in oncology drug development.

Thomas E. Darcy, Director

Mr. Darcy has served as a member of the board of directors since February 2021. Mr. Darcy previously was a co-founder and director of Tocagen Inc. from August 2007 until June 2020. Mr. Darcy also served as Tocagen Inc.’s Chief Financial Officer from August 2007 to February 2017 and as Tocagen’s Executive Vice President from August 2007 to May 2017. Prior to Tocagen, Mr. Darcy served for over five years as Executive Vice President and Chief Financial Officer of Science Applications International Corporation (“SAIC”), a Fortune 500 science and technology company. Mr. Darcy also served as a director and chairman of the audit committee of McAfee, Inc., a publicly-held technology company, for over three years until its sale to Intel Corporation in February 2011 and as a director and audit committee member of Forte Biosciences, Inc., a publicly-held biotech

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Officer at Omega Therapeutics. Dr. Rubino held various positions of increasing responsibility at Novartis, a pharmaceutical company, from 2001 until 2017, including most recently as Global Head of Business Development & Licensing and New Product Marketing, Cell & Gene Therapies Unit. Dr. Rubino has served on the boards of directors of Sermonix Pharmaceuticals and Ilkos Therapeutics. Dr. Rubino received a Ph.D. in virology from Cornell University and an M.B.A. from Baruch College.

We believe Dr. Rubino is qualified to serve on our board of directors because of his extensive management and commercial experience in the fields of biotechnology and oncology.

Jane Chung, R.Ph., Director

Ms. Chung has served as a member of the board of directors since August 2021. Dr. Barlow2022. She has over 20 years of commercial leadership experience in the pharmaceutical and biotechnology industry, focused mostly on innovative oncology medicines and broadly across executive management, franchise leadership, marketing, sales, operations, and market access functions. She is currently the Chief ExecutiveCommercial Officer of Jane Barlow & Associates, LLCat Sutro Biopharma, where she has been responsible for building and a Board Director for ContraFect Corporation and Sera Prognostics. She is Executive Viceleading global commercialization since August 2021. Previously, Ms. Chung served in several leadership roles at AstraZeneca Pharmaceuticals, including as President and Chief Clinical Officer at Real Endpoints, a market access consultancy, Senior Advisor to MIT’s Center for Biomedical Innovation and serves on the biotech advisory boardGeneral Manager of Pictet Asset Management and the advisory board of Refractor Health. Prior to her current roles, she was Associate Chief Medical Officer at CVS Health and Chief Medical Officer of CVS Health Government Services where she successfully implemented industry-leading clinical strategies supporting drug purchasing, distribution, and utilization management. Formerly, she served asAstraZeneca Canada, Vice President of Clinical Innovation at Medco Health Solutions, leading the adoptionSales and Marketing of cutting-edge therapeutic programs through all aspects of pharmacy. Dr. Barlow has extensive experience in steering pharmaceutical developmentU.S. lmmuno-Oncology, and commercialization by strategically weighing the value and economic impactSenior Commercial Business Director. Prior to that, drug candidates bring to the healthcare ecosystem at large. Dr. Barlow previously served on the boards of Momenta Pharmaceuticals, Inc. (prior to and during its sale to Johnson and Johnson), TherapeuticsMD Inc., and SilverScript Insurance Company. Dr. Barlow received her medical degree from Creighton University School of Medicine and subsequently completed her residency in occupational and environmental medicine at The Johns Hopkins University, where she also earned her MPH. She is a distinguished graduate of the United States Air Force School of Aerospace Medicine andMs. Chung served as Chiefa Regional Sales Director and Director of Flight Medicine atSales Productivity and Effectiveness for Onyx Pharmaceuticals Inc as well as various commercial roles for Genentech, Inc., including as Commercial Operations Manager, Division Manager and Senior Marketing Manager. Ms. Chung also serves on non-profit boards in the Bealescience, education, and Maxwell Air Force Bases. Additionally, she holds an MBAcommunity development arenas. Ms. Chung received a B.S. in Pharmacy from theSt. John’s University of Alabama. She is board-certified in occupational medicine and a fellow of the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine. She is a diplomat of the American College of Physician Executives and a member of the American Medical Association.B.A. in Psychology from Columbia University.

We believe that Dr. BarlowMs. Chung is qualified to serve on our board of directors because of her extensive medical and scientific knowledge and experience, as well as her senior managementcommercial leadership experience in the healthcare industry.

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and Chief Scientific Officer at the Private Viracta board of directorsOntario Institute for Cancer Research from November 2020 until the closing of the Merger. He has been a Managing Director at aMoon since January 2019. Prior2009 to joining aMoon, he2016. From 2005 to 2009 she was Chief ExecutiveMedical Officer and Director at several private and public biotech companies, including Akari Therapeutics Plc (NASDAQ: AKTX). PriorZymoGenetics, a biotechnology company developing protein therapeutics. From 2002 to his operational roles, Dr. Roshwalb was2005, she served at OSI Pharmaceuticals, a biopharma company developing targeted cancer therapies, first as Executive Vice President Oncology, and then as Chief Medical Officer. Her career in the pharmaceutical industry also includes senior management positions at Venrock, where heBristol-Myers Squibb, Nexstar Pharmaceuticals, which was an investment professional on the healthcare team investing in both privateacquired by Gilead Sciences, and public companies.Immunex. Dr. Roshwalb started his finance career at Piper Jaffray, where he workedOnetto serves as a vice presidentboard member of Basilea Pharmaceutica Ltd. and equity analyst. Prior to Piper,Bolt Biotherapeutics, Inc. (NASDAQ:BOLT). Previously, Dr. Roshwalb was in private practice in New York following residency training in internal medicine at Mount Sinai Medical Center, where heOnetto served for eleven years as Chief Resident.a board member of ImmunoGen. Dr. Roshwalb obtained his medical degree from Albert Einstein College of Medicine of Yeshiva University, his MBAOnetto earned her BS from the NYU Stern SchoolUniversity of BusinessParis, and an MS in Pharmacology from the University of Montréal. She obtained her MD and a B.A.Hematology-Oncology Certificate from Columbia University.the University of Paris.

Dr. RoshwalbOnetto will be departing from the board of directors following the Annual Meeting and Viracta thanks himher for hisher service as a director.

Director Independence

Our common stock is listed on Nasdaq. As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board comprised of a majority of independent directors as determined affirmatively by our board. Under Nasdaq listing rules, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Nasdaq listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Dr. Barlow, Dr. Borellini, Ms. Chung, Mr. Darcy, Mr. Huang, Dr. Murphy, Dr. Onetto, Dr. Pomerantz, Dr. Roshwalb, Dr. Rubino and Dr. Simon, representing ten (10)nine (9) of our eleven (11) directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq. Ivor Royston, M.D.Mark Rothera is not considered an independent director because of such person’shis position as our chief executive officer and Ivor Royston is not considered an independent director because of his former position as our chief executive officer.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

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Our board believes that it is currently appropriate to separate the roles of chairperson and chief executive officer. The chief executive officer is responsible for day-to-day leadership, while our chairperson, along with the rest of our independent directors, ensures that our board’s time and attention is focused on providing independent oversight of management and matters critical to our company. The board believes that Dr. Pomerantz’s deep knowledge of the company and industry, as well as strong leadership and governance experience, enable Dr. Pomerantz to lead our board effectively and independently.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions.

In addition, our board has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and also, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of the board and potential conflicts of interest.

Our board of directors believes its current leadership structure supports the risk oversight function of the board.

Board Diversity Matrix

The following table sets forth certain self-identified diversity information for our directors for the current and prior year:

Board Diversity Matrix (As of April 19, 2023)

Board Diversity Matrix (As of October 19, 2022)

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on our investor relations website at https://viracta.investorroom.com/governance-documents. Following the Merger, ourviracta.investorroom.com. Our audit committee held five (5)four (4) meetings in 2021.2022.

Compensation Committee

The current members of our compensation committee are Dr. Simon, Mr. Huang, Dr. Barlow, and Mr. Darcy. Dr. Simon is the chairperson of our compensation committee. Former director Michael Huang served on the Compensation Committee until his resignation from the board of directors in August 2022. Our board of directors has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of Nasdaq. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

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Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq.charter. A copy of the charter of our nominating and corporate governance committee is available on our investor relations website at https://viracta.investorroom.com/governance-documents. Following the Merger, ourviracta.investorroom.com. Our nominating and corporate governance committee held two (2)five (5) meetings in 2021.2022.

Science and Technology Committee

We formed a science and technology committee on March 16, 2021. The current members of our science and technology committee are Dr. Onetto, Dr. Borellini, Dr. Murphy, Dr. Royston and Dr. Rubino. Dr. Onetto is the chairperson

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Attendance at Board and Stockholder Meetings

Following the Merger, ourOur board of directors held ten (10)six (6) meetings in 20212022 (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (1) the total number of meetings of the board of directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we encourage, but do not require, directors to attend. ThisSeven of the ten members of our board of directors at the time of the 2022 Annual Meeting will beattended our first annual meeting of our stockholders following the Merger.2022 Annual Meeting.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis.

Compensation Committee Interlocks and Insider Participation

During 2021,2022, the members of our compensation committee were Steve R. Carchedi, Homer L. Pearce, Ph.D., Nicole Onetto, M.D. before the Merger and Thomas E. Darcy, CPA, Barry Simon, M,D.M.D., Michael Huang, M.S., M.B.A. (until August 23, 2022), and Jane F. Barlow, M.D., MPH, MBA after the Merger.MBA. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our board of directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our board of directors should direct the recommendation in writing by letter to our corporate secretary at Viracta Therapeutics, Inc., 2533 S. Coast Hwy. 101, Suite 210, Cardiff, California 92007, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC, including the requirements of Rule 14a-8 and Rule 14a-19 under the Exchange Act, and should be sent in writing to our corporate secretary at the address above. To be timely for our 20232024 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 20232024 Annual Meeting.”

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(other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans and (5) holding our securities in a margin account.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and code of business conduct and ethics are available on our investor relations website at https://viracta.investorroom.com/governance-documents.viracta.investorroom.com. We will post amendments to our code of business conduct and ethics or any waivers of our code of business conduct and ethics for directors and executive officers on the same website.

Director Compensation

Under our non-employee director compensation policy, non-employee directors will receive compensation in the form of cash and equity, as described below. We also reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings as well as continuing director education. Our compensation committee has primary responsibility for reviewing and approving the compensation paid to non-employee directors. Our compensation committee reviews at least annually the type and form of compensation paid to our non-employee directors.

Cash Compensation

Under our non-employee director compensation policy, each non-employee director is paid an annual cash retainer of $40,000. In addition, each non-employee director is entitled to receive the following cash compensation for his or her services under the policy:

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Equity Compensation

Initial Options. Each person who first becomes a non-employee director after the effective date of the non-employee director compensation policy will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial award (or, the “Initial Award”) of stock options to purchase 80,000 shares of our common stock. The Initial Award will be scheduled to vest in equal installments as to 1/36th of the shares of our common stock subject to the Initial Award on a monthly basis following the Initial Award’s grant date, on the same day of the month as the grant date, subject to continued services to us through the applicable vesting dates. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award.

Annual Options. Each continuing non-employee director automatically will receive, on the date of each annual meeting of our stockholders, an annual award (or, the “Annual Award)” of stock options to purchase 40,000 shares of our common stock. Each Annual Award will be scheduled to vest as to 1/12th shares subject to the Annual Award on a monthly basis following the Annual Award’s grant date on the same day of the month as such grant date (or the last day of the month, if there is no corresponding day in such month), or if earlier, 100% of the shares subject to the Annual Award shall vest on the day immediately before the date of the next annual meeting that occurs after the Annual Award’s grant date, subject to continued services to us through the applicable vesting date.

Change in Control. In the event of a change in control, as defined in our 2021 Equity Incentive Plan, each non-employee director’s then outstanding company equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of our change in control.

Other Award Terms. Each Initial Award and Annual Award is granted under our 2021 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards have a maximum term to expiration of 10 years from their grant and a per share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date.

Director Compensation for Fiscal 20212022

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2021.2022. Directors who are also our employees receive no additional compensation for their service as directors. During 2021,2022, Dr. Royston was an employeeand Mr. Rothera were employees and executive officerofficers of the company and therefore did not receive compensation as a director while they were employees. Dr. Royston resigned as chief executive officer on September 19, 2022 and was succeeded by Mr. Rothera, and Dr. Royston subsequently received compensation as a non-employee director. The following tables exclude Mr. Rothera and Dr. Royston as each of their

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respective compensation as a director.is set forth in the “2022 Summary Compensation Table” below. See “Executive Compensation” for additional information regarding Dr. Royston’sRoyston and Mr. Rothera’s compensation.

The following table lists all outstanding equity awards held by non-employee directors other than our NEOs as of December 31, 2021:2022:

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PROPOSAL NO. 1

ELECTION OF CLASS III DIRECTORS

Our board of directors currently consists of eleven (11) directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, three (3) Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

As set forth above, Dr. Onetto will not be standing for re-election at the Annual Meeting, and we plan to reduce our board of directors to ten (10) as of the Annual Meeting. Dr. Onetto will continue to serve as a member of the board of directors until the Annual Meeting.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Michael Huang, M.S.Thomas E. Darcy, CPA, Jane Barlow, M.D., M.P.H., M.B.A., Sam Murphy, Ph.D., and Roger J. Pomerantz,Barry Simon, M.D. as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mr. Huang, Dr. Murphy, and Dr. Pomerantz will serve as a Class III director until the 20252026 annual meeting of stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Mr. Huang,Darcy, Dr. Murphy,Barlow and Dr. PomerantzSimon have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

At the 2019 annual meeting of stockholders (prior to the Merger), the Sunesis board of directors recommended and the stockholders approved holding an advisory vote on the compensation of the company’s named executive officers every year, and we are maintaining the frequency of such vote. Accordingly, pursuant to Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as described in this proxy statement. This proposal, commonly referred to as the “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The say-on-pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

You are encouraged to review the section titled “Executive Compensation”, which provides an overview of our executive compensation program and contains tabular information and narrative discussion about the compensation of our named executive officers.

We are asking our stockholders to approve the compensation of our named executive officers as described in this proxy statement by voting for the following non-binding resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the narrative discussion.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL NO. 3

APPROVAL OF THE 2022 EMPLOYEE STOCK PURCHASE PLAN

Stockholders are being asked to approve a new employee stock purchase plan, the 2022 Employee Stock Purchase Plan, also referred to as the ESPP, and the number of shares reserved for issuance under the ESPP. The ESPP allows our employees to buy our shares of Company common stock (also referred to as Shares) at a discount through their accumulated contributions. Our board of directors has determined that offering an employee stock purchase program is critical to our ability to compete for talent in our industry. Accordingly, our board of directors adopted the ESPP in April 2022 and reserved 500,000 shares of Viracta’s common stock for issuance under the ESPP, subject to approval from the stockholders at the 2022 annual meeting of stockholders. The ESPP will become a significant part of our overall equity compensation strategy (especially with respect to our non-executive employees) if it is approved by our stockholders. If our stockholders do not approve the ESPP, we may not be able to offer competitive compensation to existing employees and qualified candidates, and our ability to recruit or retain talented employees may be impaired, which could adversely affect our business and long-term stockholder value.

Description of the Material Features of the ESPP

The following paragraphs provide a summary of the material features of the ESPP and its operation. However, this summary is not a complete description of all of the provisions of the ESPP and is qualified in its entirety by the specific language of the ESPP. A copy of the ESPP is provided as Appendix A to this proxy statement.

Purpose

The purpose of the ESPP is to provide eligible employees with an opportunity to purchase shares of Viracta’s common stock through accumulated contributions, which generally will be made through payroll deductions. The ESPP permits the administrator (as discussed below) to grant purchase rights that qualify for preferential tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (also referred to as the Code). In addition, the ESPP authorizes the grant of purchase rights that do not qualify under Code Section 423 pursuant to rules, procedures or sub-plans adopted by the administrator that are designed to achieve desired tax or other objectives.

Shares Available for Issuance

If our stockholders approve this proposal, a total of 500,000 shares of Viracta’s common stock will initially be reserved for issuance under the ESPP. The number of shares of Viracta’s common stock available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2023 fiscal year equal to the least of (i) 500,000 shares of Common Stock, (ii) one percent (1)% of the outstanding shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator (as described below).

Administration

Our board of directors or a committee designated by our board of directors (also referred to as the administrator) administers the ESPP. All questions of interpretation or application of the ESPP are determined by the administrator and its decisions are final and binding upon all participants. The administrator has full and exclusive discretionary authority to construe, interpret, and apply the terms of the ESPP, to designate separate offerings under the ESPP, to adjudicate disputed claims under the ESPP, and to establish such procedures that it deems necessary for the administration of the ESPP. The administrator is further authorized to adopt rules and procedures regarding eligibility to participate, the definition of “compensation,” handling of contributions, and making of contributions to the ESPP, among other responsibilities.

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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our Audit Committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All fees paid to Ernst & Young LLP for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our Audit Committee.

Vote Required

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022,2023, requires affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote AGAINST this proposal.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2022.2023.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by Nasdaq listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to Viracta’s financial reporting process, Viracta’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Viracta’s consolidated financial statements. Viracta’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of Viracta’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Viracta’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included Viracta’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Thomas E. Darcy, CPA (Chair)

Stephen Rubino, Ph.D., MBA

Barry J. Simon, M.D.

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Viracta under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent Viracta specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of April 19, 2022.2023.

Ivor Royston, M.D.,Mark Rothera, President, Chief Executive Officer President and Director

For the biography of Dr. Royston,Mr. Rothera, please see “Board of Directors and Corporate Governance—Continuing Directors.”

Daniel Chevallard, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary

Mr. Chevallard has served as our Chief Financial Officer, Treasurer and Secretary since the closing of the Merger and as our Chief Operating Officer since March 2021, and previously served as Private Viracta’s Chief Financial Officer from July 2019 until the closing of the Merger. Previously, Mr. Chevallard served as the Chief Financial Officer and principal financial officer at Regulus Therapeutics from May 2017 to July 2019. Mr. Chevallard joined Regulus Therapeutics in December 2012 as Vice President, Accounting and Financial Reporting and served as Vice President, Finance from May 2013 to April 2017. Prior to joining Regulus Therapeutics, Mr. Chevallard held various senior roles in corporate finance, accounting and financial reporting including Controller and Senior Director, Finance of Prometheus Laboratories Inc. (acquired by Nestlé Health Science in July 2011). Prior to joining Prometheus, Mr. Chevallard spent approximately five years in public accounting at Ernst & Young, LLP in their assurance services practice. He received his Bachelor of Accountancy from the University of San Diego and is a Certified Public Accountant (inactive) in the state of California.

Lisa Rojkjaer, M.D., Chief Medical Officer

Dr. Lisa Rojkjaer has served as our Chief Medical Officer since the closing of the Merger and served as Private Viracta’s Chief Medical Officer from May 2020 until the closing of the Merger. Previously, Dr. Rojkjaer served as the Chief Medical Officer at Nordic Nanovector from November 2016 to April 2020. Prior to this, Dr. Rojkjaer held several senior management positions in biotech and global pharmaceutical companies. She was the Global Clinical Program Head for AML at Novartis Oncology from October 2013 to November 2016. Her previous roles also included Chief Medical Officer at Molecular Partners, and Vice President, Head of Clinical Development at MorphoSys AG. Dr. Rojkjaer received her medical degree from the University of Toronto, where she also completed her internal medicine and hematology training.

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EXECUTIVE COMPENSATION

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Typically, our Chief Executive Officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that the Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data. Our compensation committee makes decisions as to total compensation for each executive office, although it may instead, in its discretion, make recommendations to our board of directors regarding executive compensation for its approval.

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. In each of 2021 and 2022, our compensation committee retained Aon Radford, an independent compensation consultant, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Accordingly,Aon Radford now servescontinues to serve at the discretion of our compensation committee. Our compensation committee engaged Aon Radford to assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.

Our named executive officers, consisting of our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer), as of December 31, 2021,2022, were:

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Summary Compensation Table

The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 20212022 and prior years where applicable, as determined under SEC rules.

Non-Equity Incentive Plan Compensation

At the beginning of each of 2021 and 2022, we adopted a bonus plan for our executive and non-executive employees that provides for cash incentives for performance in the applicable year. Each of the 2021 and 2022 bonus opportunities for our executives was based on the assessment of our board of directors of the achievement of company objectives that were established by our board of directors or our compensation committee, as applicable, for the applicable year as well as other achievements which occurred during the year. The company objectives for each of 2021 and 2022 consisted primarily of clinical, pre-clinical and corporate development goals. Based on our performance against the approved company objectives and other operational milestones during the year, our board of directors or our compensation committee, as applicable, determined to fund the 2021 bonus plan at 94.75% of the target level and the 2022 bonus plan at 85% of the target level.

The amounts in the Summary Compensation Table under the column “Non-equity incentive plan compensation” are based on the named executive officer’s target bonus amount multiplied by the achievement percentage set by our board of directors or our compensation committee, as applicable, consistent with the determinations under the applicable year’s bonus plan (and further pro-rated based on the period of time during which they were employed with us during the year).

Employment Arrangements

Ivor Royston, M.D.Mark Rothera

Was hired on September 19, 2022 as Viracta’s President, Chief Executive Officer and Director. On May 31, 2017, and as amended on August 12, 2021,September 15, 2022, Viracta entered into an Executive Employment Agreement with Ivor Royston, M.D., Chief Executive Officer of Viracta. Mr. Rothera.

Under the agreement, Dr. Royston’sMr. Rothera’s employment is at will and may be terminated at any time by Viracta or Dr. Royston.Mr. Rothera. Pursuant to the agreement, Dr. RoystonMr. Rothera is entitled to a base salary, currently $567,000,$590,000, a onetime sign-on bonus of $100,000, relocation reimbursement of up to a combined maximum of $7,500, and an annual bonus opportunity, currently equal to up to 50%55% of annual base salary, based on achievement of performance objectives to be determined by Viracta’s board of directors. For the year ended December 31, 2022, Mr. Rothera’s base salary was $580,650.

Pursuant to the agreement, if Viracta terminates Dr. Royston’s employment without cause (other than due to his death or disability) or if Dr. Royston resigns for good reason at any time, referred to herein asMr. Rothera experiences a qualified termination, then Dr. RoystonMr. Rothera is entitled to receive (A) continuing payments of base salary at the rate in effect at the time of the qualifying termination, less applicable withholdings, for a period following his employment termination date of 1215 months, (B) reimbursement for the cost of continuation of health coverage for Dr. Royston and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, until the earlier of (1) 12 months following termination of his employment, or (2) the date Dr. Royston and his or eligible dependents are no longer eligible for COBRA, and (C) payment of any earned but unpaid discretionary annual bonus. In the event of a “change in control” (as defined in our 2021 Equity Incentive Plan), Dr. Royston will receive vesting acceleration of 50% of any outstanding Viracta equity awards as of the date of the change in control. If a qualified termination of Dr. Royston’s employment occurs within 3 months prior to or 12 months following a change in control, Dr. Royston will receive (A) a lump sum payment equal to 18 months of Dr. Royston’s base salary at the rate in effect at the time of the qualifying termination, (B) a lump

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Daniel Chevallard

On June 13, 2019, and as amended on August 12, 2021, Viracta entered into an Executive Employment Agreement with Daniel Chevallard, Chief Operating Officer and Chief Financial Officer of Viracta. Under the agreement, Mr. Chevallard’s employment is at will and may be terminated at any time by Viracta or Mr. Chevallard. Pursuant to the agreement, Mr. Chevallard is entitled to a base salary, currently $467,856$487,974 and an annual bonus opportunity, currently equal to up to 40% of annual base salary, based on achievement of performance objectives to be determined by Viracta’s board of directors. For the year ended December 31, 2022, Mr. Chevallard’s base salary was $467,856.

Pursuant to the agreement, if Mr. Chevallard experiences a qualified termination, then Mr. Chevallard is entitled to receive (A) continuing payments of base salary at the rate in effect at the time of the qualifying termination, less applicable withholdings, for a period following his employment termination date of 912 months, (B) reimbursement for the cost of continuation of health coverage for Mr. Chevallard and his eligible dependents pursuant to COBRA, until the earlier of (1) 12 months following termination of his employment, or (2) the date Mr. Chevallard and his or eligible dependents are no longer eligible for COBRA, (C) payment of any earned but unpaid discretionary annual bonus, and (D) accelerated vesting of Viracta equity awards for a period of nine months following the date of the qualified termination. In the event of a change in control (as defined in our 2021 Equity Incentive Plan), Mr. Chevallard will receive vesting acceleration of 50% of any outstanding Viracta equity awards as of the date of the change in control. If a qualified termination of Mr. Chevallard’s employment occurs within 3 months prior to or 12 months following a change in control, Mr. Chevallard will receive (A) a lump sum payment equal to 12 months of Mr. Chevallard’s base salary at the rate in effect at the time of the qualifying termination, (B) a lump sum payment equal to 100% of Mr. Chevallard’s target bonus for the year in which the qualified termination occurred, (C) reimbursement for the cost of continuation of health coverage for Mr. Chevallard and his eligible dependents pursuant to COBRA, until the earlier of (1) 12 months following termination of his employment, or (2) the date Mr. Chevallard and his eligible dependents are no longer eligible for COBRA, and (D) vesting acceleration of 100% of any outstanding equity awards as of the date of the qualified termination. The foregoing benefits are conditioned upon Mr. Chevallard signing and not revoking a release of claims with Viracta within 60 days following his employment termination date.

Lisa Rojkjaer, M.D.

On April 30, 2020, and as amended on August 12, 2021, Viracta entered into an Executive Employment Agreement with Lisa Rojkjaer, M.D., Chief Medical Officer of Viracta. Under the agreement, Dr. Rojkjaer’s employment is at will and may be terminated at any time by Viracta or Dr. Rojkjaer. Pursuant to the agreement, Dr. Rojkjaer is entitled to a base salary, currently $471,476,$484,442, and an annual bonus opportunity, currently equal to up to 40% of annual base salary, based on achievement of performance objectives to be determined by Viracta’s board of directors. For the year ended December 31, 2022, Dr. Rojkjaer’s base salary was $471,476.

If Dr. Rojkjaer experiences qualified termination, then Dr. Rojkjaer is entitled to receive (A) continuing payments of base salary at the rate in effect at the time of the qualifying termination, less applicable withholdings, for a period following her employment termination date of 12 months, (B) reimbursement for the cost of continuation of health coverage for Dr. Rojkjaer and her eligible dependents pursuant to COBRA, until the earlier of (1) 12 months following termination of her employment, or (2) the date Dr. Rojkjaer and her eligible dependents are no longer eligible for COBRA, (C) payment of any earned but unpaid discretionary annual bonus, and (D) accelerated vesting of Viracta equity awards subject to time-based vesting for a period of

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(C) reimbursement for the cost of continuation of health coverage for Dr. Rojkjaer and her eligible dependents pursuant to COBRA, until the earlier of (1) 12 months following termination of her employment, or (2) the date Dr. Rojkjaer and her eligible dependents are no longer eligible for COBRA, and (D) vesting acceleration of 100% of any outstanding equity awards as of the date of the qualified termination. The foregoing benefits are conditioned upon Dr. Rojkjaer signing and not revoking a release of claims with Viracta within 60 days following her employment termination date.

Ivor Royston, M.D.

On May 31, 2017, and as amended on August 12, 2021, Viracta entered into an Executive Employment Agreement with Ivor Royston, M.D., the former Chief Executive Officer of Viracta. Under the agreement, Dr. Royston’s employment was at will and could be terminated at any time by Viracta or Dr. Royston. Pursuant to the agreement, Dr. Royston was entitled to a base salary, $567,000 at the time of his resignation as Chief Executive Officer and President, and an annual bonus opportunity, equal to up to 50% of annual base salary, based on achievement of performance objectives to be determined by Viracta’s board of directors. This agreement was terminated on September 15, 2022, in connection with Dr. Royston’s termination of employment as Chief Executive Officer and President

Pursuant to the agreement, if Viracta terminated Dr. Royston’s employment without cause (other than due to his death or disability) or if Dr. Royston resigned for good reason at any time, referred to herein as a qualified termination, then Dr. Royston was entitled to receive (A) continuing payments of base salary at the rate in effect at the time of the qualifying termination, less applicable withholdings, for a period following his employment termination date of 15 months, (B) reimbursement for the cost of continuation of health coverage for Dr. Royston and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, until the earlier of (1) 15 months following termination of his employment, or (2) the date Dr. Royston and his or eligible dependents are no longer eligible for COBRA, and (C) payment of any earned but unpaid discretionary annual bonus. In the event of a “change in control” (as defined in our 2021 Equity Incentive Plan), Dr. Royston would have received vesting acceleration of 50% of any outstanding Viracta equity awards as of the date of the change in control. If a qualified termination of Dr. Royston’s employment occurs within 3 months prior to or 12 months following a change in control, Dr. Royston would have received (A) a lump sum payment equal to 18 months of Dr. Royston’s base salary at the rate in effect at the time of the qualifying termination, (B) a lump sum payment equal to 150% of the Dr. Royston’s target bonus for the year in such the qualified termination occurred, (C) reimbursement for the cost of continuation of health coverage for Dr. Royston and his eligible dependents pursuant to COBRA, until the earlier of (1) 18 months following termination of his employment, or (2) the date Dr. Royston and his eligible dependents are no longer eligible for COBRA, and (D) vesting acceleration of 100% of any outstanding equity awards as of the date of the qualified termination. The foregoing benefits were conditioned upon Dr. Royston signing and not revoking a release of claims with Viracta within 60 days following his employment termination date.

In connection with Dr. Royston’s termination of employment as CEO and President, on September 15, 2022, Dr. Royston and the Company entered into a separation agreement and release of claims related to Dr. Royston’s employment with the Company (the “separation agreement”). The separation agreement provided that, subject to Dr. Royston’s continued compliance with the terms of the separation agreement, the Company would provide for the continuation of payments of his base salary at the rate of $47,250 per month, less applicable withholdings, for fifteen (15) months from the employment termination date; (ii) provide for the continuation of healthcare coverage payments in the amount of $3,064.18 per month, less applicable withholdings, for fifteen (15) months from the employment termination date; (iii) reimburse Dr. Royston for the amounts he pays for COBRA coverage to continue his vision, dental and life insurance benefits for a period of up to 15 months, provided Dr. Royston timely elects and pays for continued coverage pursuant to COBRA; (iv) pay a pro-rated portion of Dr. Royston’s target bonus for the 2022 fiscal year based on the number of days between the start of the 2022 fiscal year and September 30, 2022, subject to the Board or Compensation Committee determining that any applicable performance objectives have been achieved; and (v) extend the post-termination exercise period of

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Dr. Royston’s stock options that are outstanding and vested as of date he is no longer a service provider to the Company (including as a member of the Board, advisor, or otherwise) to the date that is two years following such separation date, or, if earlier, the maximum term of each applicable stock option.

Executive Incentive Compensation Plan

Effective March 14, 2022, we adopted an Executive Incentive Compensation Plan (the “Incentive Compensation Plan”). Our Incentive Compensation Plan allows our compensation committee (or other committee designated by our board of directors) to grant incentive awards, generally payable in cash, to employees selected by our compensation committee, including our executive officers, based upon performance goals established by our compensation committee.

Under our Incentive Compensation Plan, our compensation committee determines the performance goals applicable to any award, which goals may include, without limitation, goals related to research and development, regulatory milestones or regulatory-related goals, financial milestones, new product or business development, other product release milestones, publications, cash flow, internal structure, leadership development, project, function or portfolio- specific milestones, license or research collaboration agreements, capital raising, patentability and individual objectives such as peer reviews or other subjective or objective criteria. The performance goals may differ from participant to participant and from award to award. For 2022, the applicable performance goals for our named executive officers were certain product and corporate goals, as well as individual performance.

The compensation committee administers our Incentive Compensation Plan and may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers.

Actual awards generally will be paid in cash (or its equivalent) only after they are earned, and, unless otherwise determined by the administrator, to earn an actual award a participant must be employed by us through the date the actual award is paid. The administrator of the Incentive Compensation Plan may reserve the right to settle an actual award with a grant of an equity award under our then-current equity compensation plan, which equity award may have such terms and conditions, including vesting, as the administrator determines. Payment of awards will occur as soon as practicable after they are earned, but no later than the dates set forth in our Incentive Compensation Plan.

Awards under our Incentive Compensation Plan are subject to any clawback policy of ours, which we may be required to adopt from time to time to comply with applicable laws. The administrator also may impose such other clawback, recovery or recoupment provisions with respect an award under our Incentive Compensation Plan as the administrator determines necessary or appropriate, including for example, reduction, cancellation, forfeiture or recoupment upon a termination of a participant’s employment for cause. Certain participants may be required to reimburse us for certain amounts paid under an award under our Incentive Compensation Plan in connection with certain accounting restatements we may be required to prepare due to our material noncompliance with any financial reporting requirements under applicable securities laws, as a result of misconduct.

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Potential Payments Upon Termination or Change of Control

Regardless of the manner in which a named executive officer’s service terminates, that named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation, as applicable. In addition, each named executive officer is entitled to receive certain benefits upon Viracta’s termination of his or her employment without cause or his or her resignation for good reason, as provided above under “ —Employment—Employment Arrangements.”

Each named executive officer holds stock options granted subject to the general terms of our 2021 Equity Incentive Plan. A description of the termination and change in control provisions in our 2021 Equity Incentive Plan and applicable to the stock options granted to Viracta’s named executive officers is provided below under “ —Outstanding—Outstanding Equity Awards at Fiscal 2021 Year-End” and above under “ —Employment—Employment Arrangements.”

Outstanding Equity Awards at Fiscal 20212022 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2021.2022.