UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~July~~August 2212, 2011

Date of Report (Date of earliest event reported)

earliest event reported)

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Washington	0-16614	91-1261311
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
750 Battery Street, Suite 330, San Francisco, CA		94111
(Address of principal executive offices)		(Zip Code)

7000 Shoreline Court, Suite 270, South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

(650) 583-3774

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 32 – ~~Securities~~Financial ~~and~~Information ~~Trading Market~~

Item 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

OnThe ~~July 19, 2011, the~~ Company ~~received~~issued a ~~letter~~press ~~from~~release ~~the~~dated ~~Nasdaq~~August 12, ~~Listing~~2011, ~~Qualifications~~announcing ~~Staff~~its ~~(the~~financial ~~“Staff”)~~results ~~advising~~for ~~that~~ the ~~Company~~quarter ~~has~~and ~~not~~six ~~regained~~months ~~compliance~~ended ~~with~~June 30, ~~the $1~~2011.00 ~~per~~The ~~share~~full ~~minimum~~text ~~bid price requirement~~ of ~~Nasdaq Listing Rule 5550(a)(2) and, unless~~ the ~~Company~~press ~~requests~~release anis ~~appeal~~set offorth ~~this determination by July 26, 2011, the Company’s common stock~~in ~~will~~Exhibit be99.1 ~~delisted~~attached ~~from The Nasdaq Capital Market on July 28, 2011~~hereto. The ~~Company~~press ~~intends~~release toshould ~~submit~~be aread ~~hearing~~in ~~request~~conjunction onwith ~~or before July 26, 2011 to~~ the ~~Nasdaq~~note ~~Hearings~~regarding ~~Panel~~forward-looking ~~(the “Panel”)~~statements, which ~~request~~is ~~will~~included ~~stay~~in the ~~delisting~~text of the ~~Company’s~~ ~~common~~press ~~stock pending the Panel’s decision~~release.

AtThe ~~the~~information ~~Panel~~in ~~hearing,~~this ~~the~~Item 2.02 ~~Company~~and ~~will~~attached beas ~~required~~Exhibit 99.1 to ~~present a~~this ~~plan~~Report towill ~~regain~~not ~~compliance~~be ~~with~~treated ~~the~~as ~~minimum~~“filed” ~~bid~~for ~~price~~the purposes ~~requirement.~~of ~~The~~Section 18 ~~Panel~~of ~~will~~the ~~rule~~Securities onExchange ~~whether~~Act toof ~~grant~~1934, ~~conditional~~as ~~listing~~amended ~~for~~(the up“Exchange toAct”), ~~180~~or ~~days~~otherwise ~~following~~subject to the ~~Staff~~liabilities ~~determination~~of inthat ~~order~~section. ~~for~~This ~~the~~information ~~Company~~will tonot ~~complete~~be ~~such~~incorporated ~~plan.~~by ~~There~~reference ~~can~~into beany ~~no assurance~~filing ~~that~~under the Securities ~~Company’s~~Act ~~appeal~~of ~~with~~1933, beas ~~successful~~amended, or oninto ~~the~~another ~~timeline~~filing ~~presented~~under ~~or that~~ the ~~Company’s~~Exchange ~~plan of compliance~~Act, ifunless ~~accepted~~that byfiling ~~Nasdaq,~~expressly ~~will~~incorporates bethis ~~successfully~~information ~~implemented~~by reference.

Section 59 – ~~Corporate~~Financial ~~Governance~~Statements and ~~Management~~Exhibits

Item 59.0701. ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits.

At(d) the reconvened 2011 Annual Meeting of Shareholders held on July 22, 2011, the Company’s shareholders voted on a proposal to approve the amendment of the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-15 and 1-for-25, as determined by the Company’s board of directorsExhibits. The affirmative vote of a majority of the Company’s shares outstanding and entitled to vote was required to approve the proposal. An insufficient number of votes were received to approve the proposal, as reflected by the following voting results:

For		Against		Abstain
29,073,294		2,375,838		291,527

99.1

– Press release dated August 12, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Poniard Pharmaceuticals, Inc.
Dated: July 25, 2011	By:	/s/ Michael K. Jackson
Dated: August 16, 2011	By:	/s/ MICHAEL K. JACKSON
		Name: Michael K, Jackson
	Name:	Michael K. Jackson
		Title: Interim Chief Financial Officer
	Title:	Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated August 12, 2011

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