CTI BIOPHARMA CORP. (NASDAQ:CTIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.>Departure of Directors or Principal Officers;
Election of Directors; Appointment of Certain Officers;
Compensation of Certain Officers.
On February 27, 2017, CTI BioPharma Corp. (the Company) announced
that Adam Craig, M.D., Ph.D. was appointed by the Companys Board of
Directors as President and Chief Executive Officer of the Company,
and to serve as a member of the Companys Board of Directors,
effective March 20, 2017. Richard L. Love, who has been serving as
interim President and Chief Executive Officer of the Company since
October 2, 2016, will step down from his position as interim
President and Chief Executive Officer effective March 20, 2017, but
will continue to serve on the Board of Directors.
that Adam Craig, M.D., Ph.D. was appointed by the Companys Board of
Directors as President and Chief Executive Officer of the Company,
and to serve as a member of the Companys Board of Directors,
effective March 20, 2017. Richard L. Love, who has been serving as
interim President and Chief Executive Officer of the Company since
October 2, 2016, will step down from his position as interim
President and Chief Executive Officer effective March 20, 2017, but
will continue to serve on the Board of Directors.
Dr. Craig, age 51, has worked as an independent consultant
providing strategic and operational advice and support to CTI
BioPharma and other hematology/oncology biotechnology companies
since 2016. Prior to consulting, Dr. Craig was Chief Medical
Officer (CMO) and Executive Vice President of Development of
Sunesis Pharmaceuticals from 2012 to 2016. From 2008 to 2012, Dr
Craig was CMO and Senior Vice President of Chemgenex
Pharmaceuticals Ltd, a publicly-traded biotechnology company which
was acquired by Cephalon/Teva Pharmaceuticals in 2011. Dr. Craig is
a Member of the Royal College of Physicians (UK) and undertook
Post-Graduate Training in Pediatrics and Pediatric Oncology. Dr.
Craig earned his Bachelor’s and Medical degrees from Charing Cross
and Westminster Medical School, University of London and holds a
Ph.D. in Molecular Oncology from Leeds University in the U.K. and
an MBA from the Open Business School, in the United Kingdom. Dr.
Craig recently served as a Product Development Reviewer for the
Cancer Prevention Research Institute of Texas.
providing strategic and operational advice and support to CTI
BioPharma and other hematology/oncology biotechnology companies
since 2016. Prior to consulting, Dr. Craig was Chief Medical
Officer (CMO) and Executive Vice President of Development of
Sunesis Pharmaceuticals from 2012 to 2016. From 2008 to 2012, Dr
Craig was CMO and Senior Vice President of Chemgenex
Pharmaceuticals Ltd, a publicly-traded biotechnology company which
was acquired by Cephalon/Teva Pharmaceuticals in 2011. Dr. Craig is
a Member of the Royal College of Physicians (UK) and undertook
Post-Graduate Training in Pediatrics and Pediatric Oncology. Dr.
Craig earned his Bachelor’s and Medical degrees from Charing Cross
and Westminster Medical School, University of London and holds a
Ph.D. in Molecular Oncology from Leeds University in the U.K. and
an MBA from the Open Business School, in the United Kingdom. Dr.
Craig recently served as a Product Development Reviewer for the
Cancer Prevention Research Institute of Texas.
There are no arrangements or understandings between Dr. Craig and
any other persons to which he was selected as an officer or
director of the Company. There are also no family relationships
between Dr. Craig and any director or executive officer of the
Company, and he has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
any other persons to which he was selected as an officer or
director of the Company. There are also no family relationships
between Dr. Craig and any director or executive officer of the
Company, and he has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
The Compensation Committee of the Companys Board of Directors (the
Committee) approved the compensation arrangements described below
for Dr. Craig. These arrangements are set forth in an Employment
Agreement entered into by the Company and Dr. Craig on February 24,
2017 and filed herewith as Exhibit 10.1. The following summary of
the Employment Agreement is qualified in its entirety by the
provisions of the Employment Agreement, which is incorporated
herein by reference.
Committee) approved the compensation arrangements described below
for Dr. Craig. These arrangements are set forth in an Employment
Agreement entered into by the Company and Dr. Craig on February 24,
2017 and filed herewith as Exhibit 10.1. The following summary of
the Employment Agreement is qualified in its entirety by the
provisions of the Employment Agreement, which is incorporated
herein by reference.
The Employment Agreement provides for an initial term of five years
from Dr. Craigs employment commencement date of March 20, 2017,
with the term automatically renewing annually thereafter for an
additional twelve months unless either party provides at least
sixty days advance notice of non-renewal. During his employment by
the Company, Dr. Craig will receive an annual base salary of
$550,000 and will have a target annual bonus level of 55% of base
salary, both of which may be increased but not decreased in the
Committees sole discretion. Dr. Craig will be eligible to
participate in the Companys employee benefit plans and will accrue
four weeks paid time off per year. Dr. Craig agreed to relocate to
the Seattle, Washington area no later than September 1, 2017 and,
while he is employed by the Company prior to such relocation, the
Company will pay him $7,000 per month to assist with the cost of
temporary living in Seattle and travel between his personal
residence and Seattle and pay for or provide him with temporary
housing to cost not more than $5,500 per month. He will also
receive a signing bonus of $80,000 in connection with his
commencement of employment, and $120,000 to assist with the
relocation of his personal residence to Seattle, each of which is
subject to repayment to the Company if his employment terminates
prior to the first anniversary of his employment commencement date
(or, in the case of the relocation payment, prior to the first
anniversary of his relocation), other than a termination by the
Company without Cause, by him for Good Reason, or due to his death
or Disability (as such terms are defined in the Employment
Agreement).
from Dr. Craigs employment commencement date of March 20, 2017,
with the term automatically renewing annually thereafter for an
additional twelve months unless either party provides at least
sixty days advance notice of non-renewal. During his employment by
the Company, Dr. Craig will receive an annual base salary of
$550,000 and will have a target annual bonus level of 55% of base
salary, both of which may be increased but not decreased in the
Committees sole discretion. Dr. Craig will be eligible to
participate in the Companys employee benefit plans and will accrue
four weeks paid time off per year. Dr. Craig agreed to relocate to
the Seattle, Washington area no later than September 1, 2017 and,
while he is employed by the Company prior to such relocation, the
Company will pay him $7,000 per month to assist with the cost of
temporary living in Seattle and travel between his personal
residence and Seattle and pay for or provide him with temporary
housing to cost not more than $5,500 per month. He will also
receive a signing bonus of $80,000 in connection with his
commencement of employment, and $120,000 to assist with the
relocation of his personal residence to Seattle, each of which is
subject to repayment to the Company if his employment terminates
prior to the first anniversary of his employment commencement date
(or, in the case of the relocation payment, prior to the first
anniversary of his relocation), other than a termination by the
Company without Cause, by him for Good Reason, or due to his death
or Disability (as such terms are defined in the Employment
Agreement).
In the event Dr. Craigs employment is terminated by the Company
without Cause, due to his death or Disability, or by him for Good
Reason, he will be entitled to receive, subject to providing a
release of claims and abiding by certain restrictive covenants set
forth in the Employment Agreement, (i) an amount equal to one and
one-half times the sum of his then annual salary and target
incentive bonus amount, payable in six equal monthly installments,
(ii) reimbursement for COBRA premiums for up to eighteen months,
(iii) reimbursement for life insurance premiums for eighteen months
(to the extent life insurance coverage was in effect and paid for
by the Company at the time of his
without Cause, due to his death or Disability, or by him for Good
Reason, he will be entitled to receive, subject to providing a
release of claims and abiding by certain restrictive covenants set
forth in the Employment Agreement, (i) an amount equal to one and
one-half times the sum of his then annual salary and target
incentive bonus amount, payable in six equal monthly installments,
(ii) reimbursement for COBRA premiums for up to eighteen months,
(iii) reimbursement for life insurance premiums for eighteen months
(to the extent life insurance coverage was in effect and paid for
by the Company at the time of his
termination), and (iv) payment of any incentive bonus due to him
(but not previously paid) for the fiscal year prior to the
termination of his employment.
(but not previously paid) for the fiscal year prior to the
termination of his employment.
In addition, in connection with his appointment as President and
Chief Executive Officer, the Employment Agreement provides that
Dr. Craig will be granted stock options to purchase 1,200,000
shares of the Companys common stock at a per share price equal to
the closing price of a share of the Companys common stock on The
NASDAQ Stock Market on his employment commencement date. The
stock options will have a maximum term of ten years and will vest
in six equal semi-annual installments over the three-year period
following his employment commencement date, subject to his
continued employment by the Company through the applicable
vesting dates. The option will fully vest, to the extent then
outstanding and unvested, if either (i) Dr. Craigs employment is
terminated by the Company without Cause or by him for Good Reason
following a change in control of the Company or (ii) Dr. Craigs
employment is terminated due to his death or Disability (as such
terms are defined in the Employment Agreement). A portion of the
stock options (covering not more than 80,000 shares) will be
granted under the Companys 2015 Equity Incentive Plan. The
balance of such stock options will be granted in accordance with
NASDAQ Listing Rule 5635(c)(4).
Chief Executive Officer, the Employment Agreement provides that
Dr. Craig will be granted stock options to purchase 1,200,000
shares of the Companys common stock at a per share price equal to
the closing price of a share of the Companys common stock on The
NASDAQ Stock Market on his employment commencement date. The
stock options will have a maximum term of ten years and will vest
in six equal semi-annual installments over the three-year period
following his employment commencement date, subject to his
continued employment by the Company through the applicable
vesting dates. The option will fully vest, to the extent then
outstanding and unvested, if either (i) Dr. Craigs employment is
terminated by the Company without Cause or by him for Good Reason
following a change in control of the Company or (ii) Dr. Craigs
employment is terminated due to his death or Disability (as such
terms are defined in the Employment Agreement). A portion of the
stock options (covering not more than 80,000 shares) will be
granted under the Companys 2015 Equity Incentive Plan. The
balance of such stock options will be granted in accordance with
NASDAQ Listing Rule 5635(c)(4).
Item 7.01 Regulation FD Disclosure
The Company issued a press release on February 27, 2017, announcing
the appointment of Dr. Craig as President and Chief Executive
Officer and as a director of the Company, which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. This
information shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether
made before or after the date hereof, regardless of any general
incorporation language in such filing.
the appointment of Dr. Craig as President and Chief Executive
Officer and as a director of the Company, which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. This
information shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether
made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated February 24, 2017, by and
between the Company and Adam Craig. |
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99.1**
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Press Release dated February 27, 2017
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** Furnished herewith.
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. CTI BIOPHARMA CORP. (NASDAQ:CTIC) Recent Trading Information
CTI BIOPHARMA CORP. (NASDAQ:CTIC) closed its last trading session up +0.17 at 4.44 with 76,438 shares trading hands.
