Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed in its Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012 and July 5, 2012, the contents of which are incorporated by reference herein, on January 9, 2012, Talon Therapeutics, Inc. (the "Company") entered into an Investment Agreement (the "Investment Agreement") with Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (together, the "WP Purchasers"), and Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Special Situations Fund International Limited (collectively, the "Deerfield Purchasers," and together with the WP Purchasers, the "Purchasers"), which Investment Agreement was amended on July 3, 2012.

On August 17, 2012, pursuant to the terms of the Investment Agreement, as amended, the Company issued and sold to the Purchasers an aggregate of 60,000 shares of its Series A-3 Convertible Preferred Stock (the "Series A-3 Preferred") at a price per share of $100, for aggregate proceeds of $6,000,000. The offer and sale of such shares constituted a private placement under Section 4(2) of the Securities Act of 1933, as amended, in accordance with Regulation D promulgated thereunder. No general solicitation was involved in connection with the offer and sale of such shares, and each of the Purchasers has represented to the Company that it is an "accredited investor."

Following the issuance and sale of the 60,000 shares described above, the Purchasers have the right under the Investment Agreement, but not the obligation, to purchase up to 510,000 additional shares of Series A-3 Preferred, at a price per share of $100, at any time on or before August 9, 2013, the first anniversary of the Company's receipt of marketing approval from the U.S. Food and Drug Administration for its Marqibo product candidate.