Form 8-K CTI BIOPHARMA CORP For: Jan 17
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2018
CTI BIOPHARMA CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
3101 Western Avenue, Suite 800
Seattle, Washington 98121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (206) 282-7100
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
The information provided pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by the Company pursuant to the Exchange Act or the Securities Act except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 7.01 shall instead be deemed “furnished.”
On January 18, 2018, CTI BioPharma Corp. (the “Company”) issued an Italian Press Release disclosing the expected effective date of the merger of the Company with and into its wholly-owned Delaware subsidiary named CTI Biopharma Corp. and the delisting from Borsa Italiana’s Main Market (MTA), subject to shareholder approval at the shareholders’ meeting. An English translation of the Italian Press Release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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.
CTI BIOPHARMA CORP.
Date: January 18, 2018
/s/ David H. Kirske
David H. Kirske
Chief Financial Officer
CTI Biopharma Corp. discloses expected effective date of the merger and MTA delisting, subject to shareholder approval at the shareholders’ meeting
Seattle, Washington, US, 18 January 2018
Following its press release of 27 November 2017, CTI Biopharma Corp., a Washington corporation (the “Company”) announced that, should the merger be approved by shareholders at the 24 January 2018 special meeting of shareholders to be held at 10 a.m. Pacific Standard Time (i.e. 7 p.m. Central European Time), the Company would file the certificate of merger with the Delaware Secretary of State and the articles of merger with the Washington Secretary of State within the day of 24 January 2018 Pacific Standard Time (the “Effective Date”).
As of the Effective Date and subject to the conditions indicated above, the merger of the Company with and into its wholly-owned Delaware subsidiary named CTI Biopharma Corp. will be valid and effective pursuant to section 252(c) of the Delaware General Corporation Law and starting from 25 January 2018 Central European Time the common stock of the Company (CUSIP number 12648L601 and ISIN code US12648L6011) will be delisted from the MTA.
CTI Biopharma Corp., a Delaware corporation, common stock (CUSIP number 12648L601) will be listed on Nasdaq as from the Effective Date. As anticipated, CTI Biopharma Corp., a Delaware corporation, will not request a secondary listing on the MTA.
If the Company’s shares are delisted from the MTA, Italian shareholders wishing to do so may purchase or sell their shares of common stock of CTI Biopharma Corp., a Delaware corporation, on Nasdaq through intermediaries that are qualified to operate on that market. Italian shareholders should consult their financial or tax advisors in order to assess the related implications.
On 24 January 2018, the Company will announce the results of the shareholders’ meeting and, in the event of approval of the merger, the completion of the filing of the certificate of merger with the Delaware Secretary of State and the filing of the articles of merger with the Washington Secretary of State and the effectiveness of the merger and the delisting from the MTA.
CTI BioPharma Contact: