CTI BIOPHARMA CORP (Form: 8-K, Received: 01/24/2017 16:39:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2017

CTI BIOPHARMA CORP.

(Exact name of registrant as specified in its charter)



Washington	001-12465	91-1533912
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3101 Western Avenue, Suite 600

Seattle, Washington 98121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (206) 282-7100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of CTI BioPharma Corp. (the “Company”) appointed Mr. Michael Metzger as a director of the Board as of January 20, 2017, to serve until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified. The Board also appointed Mr. Metzger to serve as a member of the Audit Committee. The Board determined that Mr. Metzger is “independent” and “financially literate” pursuant to the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and NASDAQ.

Mr. Metzger will be compensated for his service on the Board in accordance with the Company’s Director Compensation Policy as in effect from time to time. In connection with his appointment to the Board and in accordance with the Company’s Director Compensation Policy as currently in effect, Mr. Metzger received a grant under the Company’s 2015 Equity Incentive Plan (the “Plan”) of 20,121 restricted stock units. The restricted stock units will vest on the first to occur of (1) January 20, 2018, (2) immediately prior to the first annual meeting of the Company’s shareholders that occurs in 2018 and at which one or more members of the Board are to be elected, or (3) immediately prior to the occurrence of a Change in Control (as such term is defined in the Plan), subject to Mr. Metzger’s continued service through such date or event.

In connection with his appointment, Mr. Metzger will enter into a standard indemnification agreement with the Company substantially in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2014, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The Company issued a press release on January 24, 2017 announcing the appointment of Mr. Metzger as a director to the Company’s Board as set forth in Item 5.02 of this Current Report on Form 8-K. A copy of such press release is furnished as Exhibit 99.1 to this report. 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.

(d) Exhibits



Exhibit No.	Description	Location

99.1	Press Release issued by CTI BioPharma Corp. on January 24, 2017.	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CTI BIOPHARMA CORP.
Date: January 24, 2017	By:	/s/ Louis A. Bianco
		Louis A. Bianco
		Executive Vice President, Finance and
		Administration

EXHIBIT INDEX



Exhibit No.	Description	Location

99.1	Press Release issued by CTI BioPharma Corp. on January 24, 2017.	Furnished herewith.

Exhibit 99.1

CTI BIOPHARMA APPOINTS LEADING BIOPHARMA EXECUTIVE MICHAEL METZGER TO BOARD OF DIRECTORS

SEATTLE, January 24, 2017 - CTI BioPharma Corp. (CTI BioPharma) (NASDAQ and MTA: CTIC) today announced that Michael A. Metzger has been appointed a Director of CTI BioPharma. Mr. Metzger brings extensive experience leading and growing companies in the biopharmaceutical industry over the last 20 years.

“We are pleased to welcome Michael to the Board of CTI BioPharma,” said Richard Love, Interim President and CEO of CTI BioPharma. “Michael is an accomplished leader and builder of biotech companies and his track record of success in creating value for shareholders through business development and strategic financial transactions will be a valuable resource for us as our programs continue to progress.”

Mr. Metzger is currently president and chief operating officer of Syndax Pharmaceuticals, Inc., a publicly traded immuno-oncology biopharmaceutical company. Mr. Metzger served as president and chief executive officer of Regado Biosciences, Inc., a former publicly traded biotechnology company, from 2013 to 2015, where he oversaw the company’s successful merger with Tobira Therapeutics, Inc. in 2015 and acted as an advisor to Tobira during its subsequent sale to Allergan in 2016. Previously, Mr. Metzger served as executive vice president and chief operating officer at Mersana Therapeutics, a privately held biotechnology company developing novel immunoconjugate therapies for cancer, from 2011 to 2013 and in senior business development positions including leading mergers and acquisitions at Forest Laboratories, Inc. from 2006 to 2011. Mr. Metzger served as vice president corporate development at Onconova Therapeutics, Inc., from 2001 until 2006, and was a managing director at MESA Partners, Inc., a venture capital firm, from 1997 to 2001. Mr. Metzger holds a B.A. from George Washington University and an M.B.A. in Finance from the New York University Stern School of Business.

“I look forward to working closely with the board and management of CTI BioPharma to help the company reach the next level of success as it develops and commercializes innovative therapeutics,” said Mr. Metzger. “CTI Biopharma is at a transformation point with an opportunity to address an important unmet need in myelofibrosis with pacritinib and I am excited to join their efforts.”

About CTI BioPharma

CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. CTI BioPharma has a commercial presence in Europe with respect to PIXUVRI ^® and a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. For additional information and to sign up for email alerts and get RSS feeds, please visit www.ctibiopharma.com .

PIXUVRI ^® is a registered trademark of CTI BioPharma Corp.

Forward-Looking Statements

This press release includes forward-looking statements, which are within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations with respect to the potential therapeutic utility of pacritinib, including pacritinib's potential to achieve treatment goals across patients with myelofibrosis, and expectations with respect to the future regulatory and commercialization plans. Such statements are subject to 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 issuers' securities, including risks related to the satisfaction of regulatory and other requirements; the actions of regulatory bodies and other governmental authorities; other clinical trial results; changes in laws and regulations; product quality, product efficacy, study protocol, data integrity or patient safety issues; product development risks; and other risks identified in each of the issuer's most recent filings on Forms 10-K and 10-Q and other Securities and Exchange Commission filings.

###

CTI BioPharma Contacts:

Ed Bell

+1 206-272-4345

ebell@ctibiopharma.com