CTI BIOPHARMA CORP. (NASDAQ:CTIC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
to the Shareholder Rights Agreement dated as of December 28,
2009, as amended, between CTI BioPharma Corp. (the Company) and
Computershare Trust Company N.A., as rights agent, certain
adjustments were made to the Companys existing shareholder rights
plan (the Rights Plan) in connection with the Companys 1-for-10
reverse stock split announced on December 9, 2016 (the Reverse
Stock Split). These adjustments became effective after the
effective date of the Reverse Stock Split. The Reverse Stock
Split became effective on January 1, 2017 (the Effective Date).
2009, as amended, between CTI BioPharma Corp. (the Company) and
Computershare Trust Company N.A., as rights agent, certain
adjustments were made to the Companys existing shareholder rights
plan (the Rights Plan) in connection with the Companys 1-for-10
reverse stock split announced on December 9, 2016 (the Reverse
Stock Split). These adjustments became effective after the
effective date of the Reverse Stock Split. The Reverse Stock
Split became effective on January 1, 2017 (the Effective Date).
Specifically, these adjustments (a) increased the exercise price
of the preferred stock purchase rights (the Rights) under the
Rights Plan from $8.00 to $80.00; (b) increased the number of
shares of preferred stock issuable upon the exercise of a Right
from one ten-thousandth (1/10,000th) to ten ten-thousandths
(10/10,000th); and (c) increased the redemption price of each
Right from $0.0001 to $0.001. Each share of the Companys common
stock outstanding after the Effective Date had issued to it one
(1) Right.
of the preferred stock purchase rights (the Rights) under the
Rights Plan from $8.00 to $80.00; (b) increased the number of
shares of preferred stock issuable upon the exercise of a Right
from one ten-thousandth (1/10,000th) to ten ten-thousandths
(10/10,000th); and (c) increased the redemption price of each
Right from $0.0001 to $0.001. Each share of the Companys common
stock outstanding after the Effective Date had issued to it one
(1) Right.
The description of Rights is set forth under the caption entitled
Description of Registrants Securities to be Registered in the
Companys Registration Statement on Form 8-A/A (File No.
000-28386) filed with the United States Securities and Exchange
Commission on January 3, 2017, and which description is
incorporated herein by reference.
Description of Registrants Securities to be Registered in the
Companys Registration Statement on Form 8-A/A (File No.
000-28386) filed with the United States Securities and Exchange
Commission on January 3, 2017, and which description is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit
No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed on March 23, 2015). |
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4.1
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Shareholder Rights Agreement, dated as of December 28,
2009, between Cell Therapeutics, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form 8-A, filed on December 28, 2009). |
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4.2
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First Amendment to Shareholder Rights Agreement, dated
as of August 31, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed on September 4, 2012). |
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4.3
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Second Amendment to Shareholder Rights Agreement, dated
as of December 6, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed on December 7, 2012). |
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4.4
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Third Amendment to Shareholder Rights Agreement, dated
as of December 1, 2015, between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed on December 1, 2015). |