CTI BIOPHARMA CORP. (NASDAQ:CTIC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 9.01Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 21, 2018, the Board of Directors (the “Board”) of CTI BioPharma Corp. (the “Company”) approved the adoption of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to become effective on that date. The amendments effected within the Amended and Restated Bylaws:
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Provide that each committee of the Board must have at least three members. |
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Provide that each director serving on a committee of the Board: |
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meets the independence requirements of Listing Rule 5605 of the NASDAQ Stock Market’s Equity Rules; |
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has not received, during the current calendar year or any of the three immediately preceding calendar years, remuneration, directly or indirectly, other than de minimis remuneration, as a result of service as, or compensation paid to an entity affiliated with the director that serves as: (A) an advisor, consultant, or legal counsel to the Corporation or to a member of the Corporation’s senior management; or (B) a significant customer or supplier of the Corporation; |
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has no personal services contract(s) with the Corporation or any of its affiliates, or any of the Corporation’s executive officers; |
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is not affiliated with a not-for-profit entity that receives significant contributions from the Corporation; |
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has no interest in any investment that overlaps with an investment that the Corporation has (equity, debt or hybrid); |
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during the current calendar year or any of the three immediately preceding calendar years, has not had any business relationship with the Corporation for which the Corporation has been required to make disclosure under Regulation S-K of the Securities Act of 1933, other than for service as a director or for which relationship no more than de minimis remuneration was received in any one such year; provided, however, that the need to disclose any relationship that existed prior to a director joining the Board shall not in and of itself render the director non-independent; |
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is not employed by a public company at which an executive officer of the Corporation serves as a director; |
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has not had any of the relationships described above, with any affiliate of the Corporation; and |
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is not a member of the immediate family of any person described in subsections above. |
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
CTI BIOPHARMA CORP ExhibitEX-3.1 2 cti-amendedandrestatedbyla.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWSOFCTI BIOPHARMA CORP.a Delaware corporationARTICLE IREGISTERED OFFICE1.1Delaware Office. The Corporation shall have and maintain a registered office in the State of Delaware as required by law. The name and address of its registered agent in the State of Delaware is set forth in the Certificate of Incorporation of the Corporation (the Certificate of Incorporation).1.2Other Offices. The Corporation may have such other offices,…To view the full exhibit click here
About CTI BIOPHARMA CORP. (NASDAQ:CTIC)
CTI BioPharma Corp. (CTI) is a biopharmaceutical company focused on the acquisition, development and commercialization of targeted therapies covering a spectrum of blood-related cancers to patients and healthcare providers. The Company is primarily focused on commercializing PIXUVRI in select countries in the European Union, for multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma (NHL). It is also engaged in evaluating pacritinib for the treatment of adult patients with myelofibrosis. Its earlier stage product candidate, tosedostat, is an oral, once-daily aminopeptidase inhibitor that has demonstrated responses in patients with acute myeloid leukemia (AML). It also evaluates its pipeline candidate paclitaxel poliglumex (Opaxio), which targets solid tumors. It is evaluating Opaxio through cooperative group sponsored trials and investigator-sponsored trials (ISTs), such as the ongoing maintenance therapy trial in patients with ovarian cancer.
