Form 8-K Oncothyreon Inc. For: Jun 09

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June 9, 2016 9:23 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2016

CASCADIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33882

26-0868560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(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 (see General Instruction A.2. below):

¨	Written communications 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))

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of June 9, 2016, Oncothyreon Inc. changed its name to “Cascadian Therapeutics, Inc.” (the “Company”). The name change was effected through the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

Item 8.01 Other Events

As of June 9, 2016, the Company’s common stock will be traded on the NASDAQ Global Market under the trading symbol “CASC.” Holders of stock certificates bearing the prior corporate name need not take any action at this time to change the stock certificates to reflect the new corporate name. The new CUSIP number for the Company’s common stock is 14740B 101.

On June 8, 2016, the Company issued a press release announcing the name change, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc.

99.1		Press Release dated June 8, 2016.

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.


ONCOTHYREON INC.

By:		/s/ Julie Eastland
		Julie Eastland
		Chief Financial Officer

Date: June 9, 2016

EXHIBIT INDEX


Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc.

99.1		Press Release dated June 8, 2016.

Exhibit 3.1

ONCOTHYREON INC.

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Oncothyreon Inc., a Delaware corporation (the “Corporation”), hereby certifies that:

1. The name of the corporation is Oncothyreon Inc., and the corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on September 7, 2007 under the name Biomira Corporation.

2. Section 1.1 of Article I of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“1.1 The name of the corporation is Cascadian Therapeutics, Inc.”

3. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been adopted by the Corporation’s Board of Directors in accordance with Section 242 of the DGCL.

4. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective at 12:01 AM on June 9, 2016.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 7th day of June, 2016.


ONCOTHYREON INC.

By:		/s/ Julie M. Eastland
		Julie M. Eastland
		Vice President, Corporate Development and Chief Financial Officer

Exhibit 99.1

LOGO

Oncothyreon Announces Corporate Name Change to Cascadian Therapeutics (NASDAQ: CASC)

Seattle, WA – June 8, 2016 – Oncothyreon Inc. (NASDAQ: ONTY), a clinical-stage biopharmaceutical company, today announced that the Company is changing its name to Cascadian Therapeutics, Inc. and will trade on the NASDAQ Global Select Market under the new ticker symbol “CASC,” effective at market open on June 9, 2016.

The new name reflects the change in the Company’s focus from therapeutic vaccines to advancing targeted treatments for cancer. The Company’s lead product candidate, ONT-380, is an orally bioavailable, highly selective small molecule HER2 inhibitor being developed as a combination therapy to treat HER2+ advanced or metastatic breast cancer.

“We chose to implement a new name to emphasize our organization’s transformation and vision for the future,” said Scott Myers, President and CEO of Cascadian Therapeutics. “By incorporating the imagery of the Cascade Mountains, our goal was to highlight our Company’s heritage, but more importantly, to underscore our transition away from therapeutic vaccines to developing innovative targeted therapies for cancers, with a lead indication for metastatic HER2+ breast cancer. HER2CLIMB, our Phase 2 randomized, double-blind, placebo-controlled trial, was also named in the spirit of our mission to improve outcomes in this disease. We look forward to providing an update on this important program at our upcoming R&D Day.”

On June 14^that 2 p.m. Eastern, the Company will present updated data from the ongoing “Triplet” Phase 1b trial, in addition to the future product development plans for ONT-380, at the Company’s R&D Day in New York City. The webcast will be available on the Events and Presentations Page of the Company’s website at www.cascadianrx.com.

No action is required by stockholders with respect to the name change. The Company’s common stock has been assigned a new CUSIP number of 14740B 101 in connection with the name change. Outstanding stock certificates are not affected by the name change and will not need to be exchanged.

About Cascadian Therapeutics

Cascadian Therapeutics is a clinical-stage biopharmaceutical company specializing in developing innovative therapeutic product candidates for the treatment of cancer. Our goal is to discover, develop and commercialize novel compounds that have the potential to improve the lives and outcomes of cancer patients. Our most advanced product candidate is ONT-380, an orally active and selective small molecule HER2 inhibitor. For more information, visit www.cascadianrx.com.

Forward-Looking Statements

In order to provide Cascadian Therapeutics’ investors with an understanding of its current results and future prospects, this release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include Cascadian Therapeutics’ expectations regarding clinical development activities and potential benefits of its product candidates.

Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics’ business and the general economic environment, many of which are beyond its control. These risks, uncertainties and other factors could cause Cascadian Therapeutics’ actual results to differ materially from those projected in forward-looking statements, including the risks associated with the costs and expenses of developing its product candidates, the adequacy of financing and cash, cash equivalents and investments, changes in general accounting policies, general economic factors, achievement of the results it anticipates from its preclinical development and clinical trials of its product candidates and its ability to adequately obtain and protect its intellectual property rights. Although Cascadian Therapeutics believes that the forward-looking statements contained herein are reasonable, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. For a detailed description of Cascadian Therapeutics’ risks and uncertainties, you are encouraged to review the documents filed with the securities regulators in the United States on EDGAR and in Canada on SEDAR. Except as required by law, Cascadian Therapeutics does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

Additional Information

Additional information relating to Cascadian Therapeutics can be found on EDGAR at www.sec.gov and on SEDAR at www.sedar.com.

Investor Contact:

Julie Rathbun

Rathbun Communications

206-769-9219

[email protected]

Tricia Truehart

The Trout Group

646-378-2953

[email protected]

Media Contact: