Stemline Therapeutics, Inc. (NASDAQ:STML) Files An 8-K Completion of Acquisition or Disposition of Assets

Stemline Therapeutics, Inc. (NASDAQ:STML) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

The disclosures under the Introductory Note are incorporated herein by reference.

The disclosures under the Introductory Note are incorporated herein by reference.

On June 10, 2020, Stemline (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on June 10, 2020, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. Stemline intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Stemline’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of Stemline, and Menarini, as the ultimate parent of Purchaser, acquired control of Stemline. To the knowledge of Stemline, there are no arrangements that may at a subsequent date result in a further change in control of Stemline.

to the Merger Agreement, as of the Effective Time, Ron Bentsur, Ivan Bergstein, Darren Cline, Alan Forman, Daniel Hume, Mark Sard and Kenneth Zuerblis each resigned as a director of Stemline. These resignations were not a result of any disagreement between Stemline and the directors on any matter relating to Stemline’s operations, policies or practices.

to the Merger Agreement, as of the Effective Time, the director of Purchaser immediately prior to the Effective Time became the director of the Surviving Corporation, and the officers of Stemline immediately prior to the Effective Time continued as the officers of the Surviving Corporation. The director of Purchaser immediately prior to the Effective Time was Attilio Sebastio. Information regarding the new director has been previously disclosed in Schedule I of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Purchaser with the SEC on May 12, 2020, as subsequently amended, which is incorporated herein by reference.

to the terms of the Merger Agreement, as of the Effective Time, Stemline’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, to the terms of the Merger Agreement, at the Effective Time, Stemline’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated By-Laws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

The 2020 Annual Meeting of Stockholders of Stemline was originally scheduled to be held on June 25, 2020 at 10:00 a.m., Eastern Time. As a result of the closing of the Merger, the 2020 Annual Meeting has been cancelled.

2.1 Agreement and Plan of Merger, dated May 3, 2020, among Stemline Therapeutics, Inc., Berlin-Chemie AG and Mercury Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Stemline’s Current Report on Form 8-K filed with the SEC on May 4, 2020).*
3.1 Amended and Restated Certificate of Incorporation of Stemline Therapeutics, Inc., dated June 10, 2020.
3.2 Amended and Restated By-Laws of Stemline Therapeutics, Inc., dated June 10, 2020.

*Schedules to the Agreement and Plan of Merger have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.


STEMLINE THERAPEUTICS INC Exhibit
EX-3.1 2 tm2021445d5_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   AMENDED AND RESTATED   CERTIFICATE OF INCORPORATION   OF   STEMLINE THERAPEUTICS,…
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About Stemline Therapeutics, Inc. (NASDAQ:STML)

Stemline Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing oncology therapeutics. The Company is developing approximately three clinical stage product candidates, including SL-401, SL-701 and SL-801. SL-401 is a targeted therapy directed to the interleukin-3 receptor (IL-3R) (CD123), present on a range of hematologic cancers. SL-401 consists of IL-3 recombinantly fused to a truncated diphtheria toxin payload. SL-701 is an immunotherapy designed to activate the immune system to attack tumors. SL-701 comprises various short synthetic peptides that correspond to epitopes of targets, including IL-13 receptor subunit alpha-2 (IL-13Ra2), ephrin type-A receptor 2 (EphA2) and survivin, present on brain cancer. SL-801 is an oral, small molecule that reversibly inhibits Exportin-1 (XPO1), also known as Chromosome Region Maintenance-1 (CRM-1), a nuclear transport protein.

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