CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
As described in the Introductory Note above, on March9, 2018, Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn to the Offer. Shortly thereafter, the Merger was completed to Section251(h) of the DGCL, with no stockholder vote required to consummate the Merger. Upon the consummation of the Merger, Cascadian became a subsidiary of Parent.
The aggregate consideration paid by Parent and Merger Sub in the Offer and Merger was approximately $553 million, without giving effect to related transaction fees and expenses. Parent provided Merger Sub with the necessary funds to fund the Offer and the Merger from available cash on hand.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
In connection with the consummation of the Merger, Cascadian (i)notified the NASDAQ Global Select Market (“NASDAQ”) of the consummation of the Merger and (ii)requested that NASDAQ file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on NASDAQ was halted and suspended as of the close of trading on March9, 2018. Cascadian also intends to file with the Securities and Exchange Commission a Form 15 under the Exchange Act, requesting that Cascadian’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
| Item 2.01. | Material Modification to Rights of Security Holders |
The information contained in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.01. | Changes in Control of Registrant |
As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn to the Offer and the consummation of the Merger to Section251(h) of the DGCL, on March9, 2018, a change in control of Cascadian occurred and Cascadian is now is a subsidiary of Parent.
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers |
In connection with the Merger, each of Scott D. Myers, Christopher S. Henney, Robert W. Azelby, Gwen A. Fyfe, Steven P. James, Ted W. Love, and Daniel K. Spiegelman resigned as directors of Cascadian’s Board of Directors (the “Board”) and from all committees of the Board on which such directors served, effective as of the effective time of the Merger. In
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accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Darren Cline, Todd Simpson and Jean Liu became the directors of Cascadian immediately after the Effective Time. Biographical and other information with respect to the new directors of Cascadian is set forth in Annex A to the Offer to Purchase, dated as of February8, 2018 (together with any amendments and supplements thereto), a copy of which is attached as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Merger Sub on February8, 2018 (together with any amendments and supplements thereto), which is incorporated herein by reference.
At the effective time of the Merger, each of the officers of Cascadian (Scott D. Myers, Julia M. Eastland, Gary W. Christianson, Scott R. Peterson and Luke N. Walker) was removed from such officer’s respective office. Immediately thereafter, Nancy Whiting was appointed as President& Secretary of Cascadian and Venkat Ramanan was appointed as Vice President of Finance of Cascadian.
| Item 2.01. | Financial Statements and Exhibits. |
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About CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC)
Cascadian Therapeutics, Inc., formerly Oncothyreon Inc., is a clinical-stage biopharmaceutical company. The Company focuses on the development of therapeutic products for the treatment of cancer. The Company’s clinical-stage product candidate includes ONT-380, an orally active and selective small-molecule human epidermal growth factor receptor (HER) 2 inhibitor. The Company’s ONT-10 is a therapeutic vaccine targeting the Mucin 1 peptide antigen (MUC1). The Company is engaged in developing preclinical product candidates in oncology using its Checkpoint kinase 1 (Chk1) kinase inhibitor and protocell technology. The Company completed the evaluation of approximately two dosing cohorts in its Phase Ib trial of ONT-10 in combination with the anti-CD27 T-cell agonist antibody varlilumab in collaboration with other company. The Company has completed Phase I trial of ONT-380, with both dose-escalation and expansion components. The Company has initiated Phase Ib trials of ONT-380. CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC) Recent Trading Information
CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC) closed its last trading session 00.00 at 10.02 with shares trading hands.
