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.
On December 21, 2016, CTI BioPharma Corp. (the Company) filed
Articles of Amendment (the Articles of Amendment) to its Amended
and Restated Articles of Incorporation, as amended, with the
Secretary of State of the State of Washington to implement the
Companys 1-for-10 reverse stock split announced on December 9,
2016 (the Reverse Stock Split). The Articles of Amendment will
become effective on January 1, 2017. It is anticipated that the
Reverse Stock Split will become effective on or about January 1,
2017 (the Effective Date).
Articles of Amendment (the Articles of Amendment) to its Amended
and Restated Articles of Incorporation, as amended, with the
Secretary of State of the State of Washington to implement the
Companys 1-for-10 reverse stock split announced on December 9,
2016 (the Reverse Stock Split). The Articles of Amendment will
become effective on January 1, 2017. It is anticipated that the
Reverse Stock Split will become effective on or about January 1,
2017 (the Effective Date).
As a result of the Articles of Amendment, on the Effective Date
the Companys total number of authorized shares will be decreased
from 415,333,333 shares to 41,533,333 shares; the Companys total
number of authorized shares of common stock, no par value per
share (the Common Stock), will be decreased from 415,000,000
shares of Common Stock to 41,500,000 shares of Common Stock; and
the Companys total number of authorized shares of preferred
stock, no par value per share (the Preferred Stock), will be
decreased from 333,333 shares of Preferred Stock to 33,333 shares
of Preferred Stock.
the Companys total number of authorized shares will be decreased
from 415,333,333 shares to 41,533,333 shares; the Companys total
number of authorized shares of common stock, no par value per
share (the Common Stock), will be decreased from 415,000,000
shares of Common Stock to 41,500,000 shares of Common Stock; and
the Companys total number of authorized shares of preferred
stock, no par value per share (the Preferred Stock), will be
decreased from 333,333 shares of Preferred Stock to 33,333 shares
of Preferred Stock.
As a result of the Reverse Stock Split, every ten shares of
Common Stock that were held as of the Effective Date (the Old
Shares) will be converted into one share of Common Stock (the New
Shares). No fractional shares of Common Stock will be issued as a
result of the Reverse Stock Split. Each holder of Common Stock
who, as a result of the Reverse Stock Split, would otherwise have
been entitled to a fraction of a share of Common Stock will be
paid cash equal to such fraction times the closing price of the
Common Stock as reported on The NASDAQ Capital Market on the
trading day immediately preceding the Effective Date. Shortly
after the Effective Date, shareholders will receive instructions
regarding the method of exchanging stock certificates
representing the Old Shares for New Shares from the Companys
transfer agent. A copy of the Articles of Amendment is attached
hereto as Exhibit 3.1 and incorporated herein by reference. The
above description of the Articles of Amendment is qualified in
its entirety by reference to Exhibit 3.1 attached hereto.
Common Stock that were held as of the Effective Date (the Old
Shares) will be converted into one share of Common Stock (the New
Shares). No fractional shares of Common Stock will be issued as a
result of the Reverse Stock Split. Each holder of Common Stock
who, as a result of the Reverse Stock Split, would otherwise have
been entitled to a fraction of a share of Common Stock will be
paid cash equal to such fraction times the closing price of the
Common Stock as reported on The NASDAQ Capital Market on the
trading day immediately preceding the Effective Date. Shortly
after the Effective Date, shareholders will receive instructions
regarding the method of exchanging stock certificates
representing the Old Shares for New Shares from the Companys
transfer agent. A copy of the Articles of Amendment is attached
hereto as Exhibit 3.1 and incorporated herein by reference. The
above description of the Articles of Amendment is qualified in
its entirety by reference to Exhibit 3.1 attached hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
On December 21, 2016, the Company filed the Articles of Amendment
with the Secretary of State of the State of Washington, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein
by reference. The Articles of Amendment, which will become
effective on January 1, 2017, implement the Reverse Stock Split.
The descriptions of the Articles of Amendment and Reverse Stock
Split contained in Item 3.03 are incorporated herein by
reference.
with the Secretary of State of the State of Washington, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein
by reference. The Articles of Amendment, which will become
effective on January 1, 2017, implement the Reverse Stock Split.
The descriptions of the Articles of Amendment and Reverse Stock
Split contained in Item 3.03 are incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
The information provided to this Item 7.01 shall not be deemed to
be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (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 to the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filing
or document, except to the extent expressly set forth by specific
reference in such filing or document. The information provided to
this Item 7.01 shall instead be deemed furnished.
be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (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 to the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filing
or document, except to the extent expressly set forth by specific
reference in such filing or document. The information provided to
this Item 7.01 shall instead be deemed furnished.
The Common Stock is quoted on The NASDAQ Capital Market under the
symbol CTIC and on the Mercato Telematico Azionario stock market
(the MTA) in Italy under the symbol CTIC. The Common Stock is
scheduled to begin trading on a split-adjusted basis on the MTA
in Italy on January 2, 2017 and on The NASDAQ Capital Market in
the United States on January 3, 2017. The Companys trading symbol
on The NASDAQ Capital Market and the MTA will not change due to
the Reverse Stock Split.
symbol CTIC and on the Mercato Telematico Azionario stock market
(the MTA) in Italy under the symbol CTIC. The Common Stock is
scheduled to begin trading on a split-adjusted basis on the MTA
in Italy on January 2, 2017 and on The NASDAQ Capital Market in
the United States on January 3, 2017. The Companys trading symbol
on The NASDAQ Capital Market and the MTA will not change due to
the Reverse Stock Split.
On December 21, 2016, the Company issued a press release in Italy
regarding the Articles of Amendment and the Reverse Stock Split.
A copy of the English translation of the press release, entitled
CTI BioPharma Files Amendment to Articles of Incorporation is
furnished as Exhibit 99.1 hereto.
regarding the Articles of Amendment and the Reverse Stock Split.
A copy of the English translation of the press release, entitled
CTI BioPharma Files Amendment to Articles of Incorporation is
furnished as Exhibit 99.1 hereto.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are made to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding the planned
effectiveness of the reverse split of the Companys Common Stock
and the dates on which the shares of Common Stock will begin
trading on The NASDAQ Capital Market and the MTA. Forward-looking
statements involve a number of risks and uncertainties, the
outcome of which could materially and/or adversely affect actual
future results and the trading price of the Companys securities.
Specifically, the risks and uncertainties that could affect the
Company include risks associated with preclinical and clinical
developments in the biopharmaceutical industry, including,
without limitation, that the Company may experience continued
delays in the regulatory approval process of its products, the
Companys ability to continue to raise capital as needed to fund
its operations, that the reverse stock split may not increase the
per-share-trading price of the Common Stock to regain compliance
with the requirements for continued listing on The NASDAQ Capital
Market, that the reverse stock split may not become effective on
or about January 1, 2017, competitive factors, technological
developments, costs of developing, producing and selling the
Companys product candidates, and the risk factors listed or
described from time to time in the Companys filings with the
Securities and Exchange Commission, including, without
limitation, the Companys most recent filings on Forms 10-K, 10-Q
and 8-K. Except as may be required by law, the Company does not
intend to update or alter its forward-looking statements whether
as a result of new information, future events or otherwise.
statements that are made to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding the planned
effectiveness of the reverse split of the Companys Common Stock
and the dates on which the shares of Common Stock will begin
trading on The NASDAQ Capital Market and the MTA. Forward-looking
statements involve a number of risks and uncertainties, the
outcome of which could materially and/or adversely affect actual
future results and the trading price of the Companys securities.
Specifically, the risks and uncertainties that could affect the
Company include risks associated with preclinical and clinical
developments in the biopharmaceutical industry, including,
without limitation, that the Company may experience continued
delays in the regulatory approval process of its products, the
Companys ability to continue to raise capital as needed to fund
its operations, that the reverse stock split may not increase the
per-share-trading price of the Common Stock to regain compliance
with the requirements for continued listing on The NASDAQ Capital
Market, that the reverse stock split may not become effective on
or about January 1, 2017, competitive factors, technological
developments, costs of developing, producing and selling the
Companys product candidates, and the risk factors listed or
described from time to time in the Companys filings with the
Securities and Exchange Commission, including, without
limitation, the Companys most recent filings on Forms 10-K, 10-Q
and 8-K. Except as may be required by law, the Company does not
intend to update or alter its forward-looking statements whether
as a result of new information, future events or otherwise.
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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Location
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3.1
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Amendment to Amended and Restated Articles of
Incorporation of CTI BioPharma Corp. |
Furnished herewith.
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99.1
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English translation of the Press Release, dated
December 21, 2016, entitled CTI BioPharma Files Amendment to Articles of Incorporation. |
Furnished herewith.
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About CTI BIOPHARMA CORP. (NASDAQ:CTIC)