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

~~November~~December 21, 2011

Date of Report (Date of 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, California				94111
(Address of principal executive offices)				(Zip Code)

300 Elliott Avenue West, Suite 530, Seattle, WA 98119

(~~650~~Address of principal executive offices) ~~583-3774~~(Zip Code)

(206) 281-7001

(Registrant’s telephone number, including area code)

750 Battery Street, Suite 330, San Francisco CA 94111

(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 51 – ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~Material ofDefinitive ~~Incorporation or Bylaws; Change in Fiscal Year~~Agreement.

On ~~November~~December 21, 2011, Poniard Pharmaceuticals, Inc. (the “~~Poniard~~Company”) ~~filed~~and ~~with~~Allozyne, ~~the~~Inc. ~~Washington~~(“Allozyne”) ~~Secretary~~entered ofinto ~~State~~an ~~articles~~agreement of(the ~~amendment~~“Merger Termination Agreement”) to mutually ~~its~~terminate ~~amended~~the Agreement and ~~restated~~Plan ~~articles~~ of ~~incorporation,~~Merger ~~as amended,~~and toReorganization ~~effect~~dated aJune 22, ~~1-for-40~~2011 ~~reverse~~(the ~~split~~“Merger Agreement”). Consummation of the ~~issued~~proposed ~~shares~~merger ofwas ~~Poniard~~subject ~~common~~to ~~stock~~a ~~(the~~number ~~“Reverse~~of ~~Stock~~conditions, ~~Split~~including ~~Amendment”).~~approval for listing on The Nasdaq ~~Reverse~~Capital ~~Stock~~Market ~~Split~~of ~~Amendment~~the ~~was~~common ~~approved~~stock byof the ~~shareholders~~combined ofcompany ~~Poniard~~resulting atfrom the ~~special~~merger. ~~meeting~~The ~~of shareholders~~termination ~~held~~follows onthe ~~November 21,~~parties’ ~~2011.~~determination ~~The~~that ~~reverse~~the common stock ~~split~~of ~~will~~the ~~become~~combined ~~effective~~company atwill ~~5:00~~not ~~PM,~~qualify ~~Pacific~~for ~~time,~~listing on ~~November 22,~~The ~~2011,~~Nasdaq ~~and~~Capital Market. Neither Poniard’s ~~outstanding~~nor ~~common~~Allozyne ~~shares~~ will ~~begin~~incur ~~trading~~any ontermination ~~The~~fee ~~NASDAQ~~to ~~Capital~~the ~~Market~~other onas a ~~post-split~~ ~~basis~~result onof ~~November 23,~~the ~~2011~~termination of the Merger Agreement.

~~Upon~~Copies ~~effectiveness~~ of the ~~reverse~~Merger ~~stock~~Agreement ~~split (the “Split Effective Time”), the issued~~ and ~~outstanding shares of Poniard common stock immediately preceding~~ the ~~Split~~Merger ~~Effective~~Termination ~~Time~~Agreement ~~will~~are beincluded ~~reclassified~~as ~~into~~Exhibits a2.1 ~~smaller~~and ~~number~~2.2, ~~of shares~~respectively, ~~such~~to ~~that~~this aReport ~~Poniard~~and ~~shareholder~~are ~~will~~incorporated ~~own~~herein ~~one~~by ~~new~~reference. ~~share~~The ofmaterial ~~Poniard~~terms ~~common~~and ~~stock~~conditions ~~for~~of ~~each~~the 40Merger ~~shares~~Agreement ofwere ~~issued~~previously ~~Poniard~~disclosed ~~common~~in ~~stock~~the ~~held~~Company’s byCurrent ~~that~~Report ~~shareholder~~on ~~immediately~~Form ~~prior~~8-K tofiled with the ~~Split~~SEC ~~Effective~~on ~~Time~~June 27, 2011. NoA ~~fractional~~copy ~~shares~~of ~~will be issued in~~ the ~~reverse~~Company’s ~~stock~~press ~~split.~~release ~~Shareholders~~announcing ~~who~~that ~~would~~the ~~otherwise~~termination beof ~~entitled~~the toMerger ~~fractional~~Agreement ~~shares~~is ~~will~~attached ~~receive~~as aExhibit 99.1 ~~cash~~to ~~payment~~this ~~in lieu of such fraction~~Report.

~~The~~Item ~~full~~1.02. ~~text~~Termination of ~~the~~a ~~Reverse~~Material ~~Stock~~Definitive ~~Split Amendment is attached hereto as Exhibit 3~~Agreement.~~1 and incorporated herein by reference.~~

~~Item~~Incorporated ~~5.07.~~by ~~Submission~~reference ~~of Matters~~ to aItem 1.01 ~~Vote of Security Holders~~above.

~~At the special meeting of shareholders held on November~~Section ~~21,~~8 ~~2011,~~– ~~Poniard’s~~Other ~~shareholders~~Information ~~approved the following matters with the following results:~~

1. Issuance of Poniard common stock and the resulting change of control of Poniard pursuant to the Agreement and Plan of Merger and Reorganization dated as of June 22, 2011, by and among Poniard, FV Acquisition Corp., a wholly owned subsidiary of Poniard, and Allozyne, Inc.

For		Against		Abstain
30,684,504		1,582,851		191,398

2. Amendment of Poniard’s amended and restated articles of incorporation to effect a reverse stock split of Poniard’s outstanding common stock, at a ratio of 1-for40.

For		Against		Abstain
30,282,694		2,008,387		166,672

Section 8 – Other Events

Item 8.01.

Other Events.

OnEffective ~~November 21~~immediately, ~~2011,~~address ~~Poniard~~of ~~shareholders approved proposals to complete~~ the ~~previously~~Company’s ~~announced~~principal ~~merger~~executive ~~with~~offices ~~Allozyne,~~has ~~Inc.,~~changed ~~as described in Item 5.07 above. The proposed merger, which is subject~~ to: ~~customary closing conditions, is expected to be completed within the next several weeks. See the press release attached hereto as Exhibit 99.1.~~

~~Section 9~~300 –Elliott ~~Financial~~Avenue ~~Statements~~West ~~and Exhibits~~

Suite 530

Seattle, Washington 98119-4114

Section 9 – Other Information

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger and Reorganization by and between Poniard Pharmaceuticals, Inc., FV Acquisition Corp. and Allozyne, Inc., dated as of June 22, 2011 (incorporated by reference to Exhibit 2.1 to Poniard’s Current Report on Form 8-K filed with the SEC on June 27, 2011)

2.2		Merger Termination Agreement between Poniard Pharmaceuticals, Inc. and Allozyne, Inc. dated December 21, 2011

99.1		Press Release dated December 22, 2011

3.1		Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, of Poniard Pharmaceuticals, Inc.
99.1		Press release dated November 21, 2011

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1994. Forward-looking statements include statements regarding completion of the merger of Poniard and Allozyne and the effective time of the reverse stock split. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, the inability of Poniard or Allozyne to satisfy the conditions of the proposed merger, or that the proposed merger is otherwise delayed or ultimately not consummated, or other events and factors disclosed previously in Poniard’s Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission in connection with the proposed merger with Allozyne.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Poniard undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.

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.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, of Poniard Pharmaceuticals, Inc.
2.1		Agreement and Plan of Merger and Reorganization by and between Poniard Pharmaceuticals, Inc., FV Acquisition Corp. and Allozyne, Inc., dated as of June 22, 2011 (incorporated by reference to Exhibit 2.1 to Poniard’s Current Report on Form 8-K filed with the SEC on June 27, 2011)
99.1		Press Release dated November 21, 2011
2.2		Merger Termination Agreement between Poniard Pharmaceuticals, Inc. and Allozyne, Inc. dated December 21, 2011
99.1		Press Release dated December 22, 2011

Poniard Pharmaceuticals, Inc.

Dated: November 22, 2011

/s/ Michael K. Jackson

Dated: December 23, 2011

/s/ Michael K. Jackson

Name: Michael K. Jackson

Title: Interim Chief Financial Officer

Filing Compare · PONIARD PHARMACEUTICALS, INC.