Abstract CBL0137 is a clinical-stage anti-cancer drug candidate that is active against multiple preclinical cancer models. It is a carbazole-based DNA intercalator, discovered by cell-based screening for p53 activation in cells lacking DNA damage. Binding of curaxin to DNA results in alterations in DNA length, charge, and flexibility, which together impair the ability of DNA to wrap around the histone core. Treatment of cells with CBL0137 leads to decondensation of chromatin accompanied by histone eviction. This causes the binding of histone chaperone FACT to epitopes normally hidden within nucleosomes and the activation of p53 by FACT-bound CK2. p53 activation occurs in the absence of detectable DNA damage. However, CBL0137 is also toxic to p53-deficient cells, suggesting that its toxicity is mediated by events upstream of p53 activation. Trying to understand the mechanisms of CBL0137 toxicity, we found that FACT is essential for the viability of tumor but not normal cells. FACT was discovered as a transcription elongation factor performing disassembly and reassembly of nucleosomes in cell-free conditions. However, no reduction of transcription is observed with FACT depletion in cells. Moreover, measurement of FACT chromatin binding and gene expression upon FACT loss suggest that FACT negatively regulates gene expression. mammalian FACT does not disassemble nucleosomes during transcription but binds “open” nucleosomes, with partially unwrapped DNA, appearing during transcription, and tethers nucleosome components together to prevent histone loss from chromatin. In cells treated with CBL0137 nucleosomes are mostly lost in regions enriched with tandem AC/TG dinucleotide repeats, known as microsatellites. These regions accumulate FACT in treated cells. To understand the effects of FACT loss from other chromatin regions, we measured nucleosome distribution in cells with genetically-depleted FACT. Regions normally enriched with FACT lose nucleosomes in a transcription-dependent manner. Thus, curaxin induces chromatin disassembly via a direct effect on nucleosomal DNA and inhibition of FACT-mediated nucleosome restoration at transcribed regions. To explain the reasons for the higher toxicity of curaxin in tumor versus normal cells, we hypothesized that chromatin is, in general, less stable in tumor than in normal cells. Thus, less drug is needed to cause unrepairable nucleosome disassembly in tumor cells. We compared chromatin organization in syngeneic normal, immortalized, and transformed cells and found that during tumor progression, there is loss of histones, reduction of condensed chromatin and increase of DNA accessibility to the transcriptional machinery. The same signs are observed in human tumors. In summary, curaxin kills cells via the destabilization of nucleosomes and disassembly of chromatin, a phenomenon that we have named “chromatin damage.” Tumor cells are more sensitive to chromatin damage due to their preexisting, less stable chromatin. Citation Format: Alfiya Safina, Poorva Sandlesh, Jianmin Wang, Katerina V. Gurova. Induction of nucleosome disassembly with small molecules as a novel anti-cancer approach [abstract]. In: Proceedings of the Annual Meeting of the American Association for Cancer Research 2020; 2020 Apr 27-28 and Jun 22-24. Philadelphia (PA): AACR; Cancer Res 2020;80(16 Suppl):Abstract nr 1747.