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): July 21, 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))
|
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
¨
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.
¨
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 Dr. Laurent Fischer, M.D. as a member of the Board as of July 21, 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 Dr. Fischer to serve as a member of the Compensation Committee of the Board. The Board determined that Dr. Fischer is “independent” pursuant to the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and NASDAQ.
Dr. Fischer 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. Fischer was granted, effective July 21, 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) July 21, 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. Fischer’s continued service through such date or event.
In connection with his appointment, Dr. Fischer 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 July 24, 2017, the Company issued a press release announcing the appointment of Dr. Fischer 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Location
|
|
|
|
|
|
|
|
99.1
|
|
Press Release of CTI BioPharma Corp., dated July 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: July 24, 2017
|
|
By:
|
|
/s/ Bruce J. Seeley
|
|
|
|
|
|
Bruce J. Seeley
|
|
|
|
|
|
Executive Vice President, Chief
|
|
|
|
|
|
Commercial and Administrative Officer
|
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Location
|
|
|
|
|
|
|
|
99.1
|
|
Press Release of CTI BioPharma Corp., dated July 24, 2017.
|
|
Furnished herewith.
|
Exhibit 99.1
CTI BioPharma Appoints Biotechnology Industry Veteran Laurent Fischer, M.D., to Board of Directors
SEATTLE, July 24, 2017
- CTI BioPharma Corp. (CTI BioPharma) (NASDAQ and MTA: CTIC) today announced that Laurent Fischer, M.D. has been appointed a Director of CTI BioPharma effective July 21, 2017. Dr. Fischer has more than 20 years experience in developing and commercializing novel medicines in the biopharmaceutical industry and currently serves as liver therapeutic area head at Allergan following its acquisition of Tobira Therapeutics in 2016 where he previously served as Chief Executive Officer.
“Laurent has significant experience developing and commercializing novel medicines and a track record of creating value for shareholders. We are pleased to have him join the Board and look forward to working with him,” said Adam R. Craig, M.D., Ph.D., President and CEO of CTI BioPharma.
Dr. Fischer was appointed Senior Vice President, Head of the Liver Therapeutic Area at Allergan following the acquisition of Tobira Therapeutics. Dr. Fischer has served as a Senior Advisor on the Frazier Healthcare Partners' Life Sciences team since March 2017. He was previously chairman and CEO of Jennerex, Inc., a company with a first-in-class oncolytic immunotherapy for Liver Cancer acquired for $150 million by Sillajen. He was co-founder, president and CEO of Ocera Therapeutics and held senior positions at DuPont-Merck, DuPont Pharmaceuticals, and Hoffmann-La Roche in liver disease, virology and oncology. Dr. Fischer received his undergraduate degree from the University of Geneva and his medical degree from the Geneva Medical School, Switzerland.
“I look forward to working with the CTI BioPharma team and my fellow Board members on pacritinib and other programs,” said Dr. Fischer. “I am impressed with the commitment of the company to address important areas of unmet medical needs for patients and enhancing shareholder value.”
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.
###
CTI BioPharma Contacts:
Ed Bell
+1 206-272-4345
ebell@ctibiopharma.com
