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): June 2, 2017
CTI BIOPHARMA CORP.
(Exact name of registrant as specified in its charter)
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Washington
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001-12465
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91-1533912
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective June 2, 2017, Phillip M. Nudelman, Ph.D. resigned as a member of the Board of Directors (the “Board”) of CTI BioPharma Corp. (the “Company”) due to health reasons. Jack W. Singer M.D. also resigned as a member of the Board effective June 2, 2017. Drs. Nudelman and Singer’s decisions to resign from the Board were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Singer will remain an employee of the Company in his role as Executive Vice President, Chief Scientific Officer, Interim Chief Medical Officer and Global Head of Translational Medicine.
Following the resignations of Drs. Nudelman and Singer, the Board appointed Dr. David Parkinson, M.D. as a member of the Board effective June 5, 2017, to serve until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified. The Board determined that Dr. Parkinson is “independent” pursuant to the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and NASDAQ.
Dr. Parkinson 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, Dr. Parkinson was granted, effective June 5, 2017, a stock option grant under the Company’s 2017 Equity Incentive Plan (the “Plan”) to purchase 50,000 shares of common stock of the Company at a per share exercise price equal to the closing trading price of a share of the Company’s common stock on the grant date of the award. The stock options have a maximum term of ten years from the date of grant and will vest on the first to occur of (1) June 5, 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 Dr. Parkinson’s continued service through such date or event.
In connection with his appointment, Dr. Parkinson 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.
On June 5, 2017, the Company issued a press release announcing the resignations of Drs. Nudelman and Singer as members of the Board and the appointment of Dr. Parkinson as a member of the 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
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Exhibit
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Description
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Location
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99.1
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Press Release of CTI BioPharma Corp., dated June 5, 2017.
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Furnished herewith.
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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.
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CTI BIOPHARMA CORP.
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Date: June 5, 2017
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By:
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/s/ Bruce J. Seeley
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Bruce J. Seeley
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Executive Vice President, Chief
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Commercial and Administrative Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Location
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99.1
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Press Release of CTI BioPharma Corp., dated June 5, 2017.
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Furnished herewith.
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Exhibit 99.1
CTI BioPharma Appoints David R. Parkinson, M.D., Leader in Oncology Clinical Development, to Board of Directors and Announces Board Member Resignations
SEATTLE, June 5, 2017
- CTI BioPharma Corp. (CTI BioPharma) (NASDAQ and MTA: CTIC) today announced that David R.Parkinson, M.D. has been appointed a Director of CTI BioPharma effective June 5, 2017. Dr. Parkinson has more than 20 years in oncology clinical development with executive leadership roles at major biotechnology and pharmaceutical companies. Additionally, Phillip M. Nudelman, Ph.D., has resigned as a member of the Board of Directors due to health reasons. Richard L. Love, a CTI BioPharma director, will act as Interim Chairman of the Board until the Board selects a permanent successor. Jack W. Singer, M.D., also resigned as a member of the Board. Both resignations were effective June 2, 2017. Dr. Singer will remain an employee of the Company in his role as Executive Vice President, Chief Scientific Officer, Interim Chief Medical Officer and Global Head of Translational Medicine.
“We are pleased to have David join the Board as his extensive experience in oncology drug development and regulatory affairs will be a valuable resource to CTI BioPharma as our programs progress,” said Adam R. Craig, M.D., Ph.D., President and CEO of CTI BioPharma. “We would like to thank Drs. Nudelman and Singer for their years of service on the Board.”
Dr. Parkinson has served as President and Chief Executive Officer Essa Pharmaceuticals, Inc. since 2016. Dr. Parkinson has served as a venture partner at New Enterprise Associates (NEA), Inc. since 2012 and in 2016 moved to the role of venture advisor to NEA. From 2007 until 2012, Dr. Parkinson served as President and CEO of Nodality, a biotechnology company focused on the biological characterization of signaling pathways in patients with malignancy to enable more effective therapeutics development and clinical decision-making. Dr. Parkinson has previously led oncology clinical development activities at Novartis (1997-2003), Amgen (2003-2006) and Biogen Idec (2006-2007). He worked at the National Cancer Institute from 1990 to 1997, serving as Chief of the Investigational Drug Branch, and then as Acting Associate Director of the Cancer Therapy Evaluation Program (CTEP). Dr. Parkinson is a past Chairman of the Food & Drug Administration (FDA) Biologics Advisory Committee, has also served on the FDA’s Science Board, and is a recipient of the FDA’s Cody Medal. He has held academic positions both at Tufts and at the University of Texas MD Anderson Cancer Center, and has authored over 100 peer-reviewed publications.
“I plan to work closely with management and the Board to help advance pacritinib forward as a potential treatment for patients with myelofibrosis as well as their other programs,” said Dr. Parkinson. “CTI BioPharma is working to address significant unmet medical needs in key therapeutic areas and I look forward to being a part of 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 late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. 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.
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CTI BioPharma Contacts:
Ed Bell
+1 206-272-4345
ebell@ctibiopharma.com
