UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 18, 2016

 

 

CASCADIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33882   26-0868560

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Items 5.07 and 8.01 are incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

A Special Meeting of Stockholders of Cascadian Therapeutics, Inc. (the “Company”) was held on November 18, 2016. The following is a brief description of each matter voted upon at the Special Meeting and the final number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.

(1) Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-4 and not greater than 1-for-10, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before December 31, 2016 without further approval or authorization of the Company’s stockholders:

 

For

 

Against

 

Abstain

 

Broker Non-votes

98,764,829   11,422,140   787,613   0

Pursuant to the foregoing votes, this matter was approved.

(2) Approval of an amendment to the Company’s Certificate of Incorporation to decrease the Company’s authorized shares of common stock to such number determined by calculating the product of 200,000,000 multiplied by two times (2x) the reverse stock split ratio:

 

For

 

Against

 

Abstain

 

Broker Non-votes

98,811,535   11,168,339   994,708   0

Pursuant to the foregoing votes, this matter was approved.

 

Item 8.01 Other Events.

Following the Special Meeting, the Company’s board of directors approved a reverse stock split ratio of 1-for-6 and a resulting reduction in the Company’s authorized shares of common stock from 200,000,000 to 66,666,667 shares. On November 23, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1, to effect the reverse stock split and reduction in authorized common stock, effective as of 12:01 a.m. on November 29, 2016.

Upon the effectiveness of the reverse stock split on November 29, 2016, every six shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will not affect any stockholder’s ownership percentage of the Company’s common stock.

At the market open on November 29, 2016, the Company’s common stock will continue to trade on The Nasdaq Global Market under the symbol “CASC,” but will be assigned a new CUSIP number (14740B 606) and will trade on a split-adjusted basis.

On November 23, 2016, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

2

Exhibit
Number 		  

Description

  3.1    Certificate of Amendment to Certificate of Incorporation
99.1    Press Release issued by Cascadian Therapeutics, Inc. dated November 23, 2016

 

3

SIGNATURES

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.

 

CASCADIAN THERAPEUTICS, INC.
By:  

/s/ Julia M. Eastland

 

Julia M. Eastland

 

Chief Financial Officer

Date: November 23, 2016

 

4

EXHIBIT INDEX

 

Exhibit
Number 		  

Description

  3.1    Certificate of Amendment to Certificate of Incorporation
99.1    Press Release issued by Cascadian Therapeutics, Inc. dated November 23, 2016

 

5

Exhibit 3.1

CASCADIAN THERAPEUTICS, INC.

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Cascadian Therapeutics, Inc. (the “ Corporation ”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify that:

1.        The name of the corporation is Cascadian Therapeutics, Inc., and the corporation was originally incorporated pursuant to the DGCL on September 7, 2007 under the name Biomira Corporation.

2.        The following two paragraphs are hereby added to precede the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the “ Certificate ”):

“Effective at 12:01 a.m. on November 29, 2016, every six outstanding shares of Common Stock will be combined into and automatically, without any further action by the corporation or the stockholders thereof, become one outstanding share of Common Stock of the corporation (the “ Reverse Stock Split ”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Stock Split. The corporation will pay in cash the fair value of such fractional shares, without interest and as determined in good faith by the Board of Directors of the corporation when those entitled to receive such fractional shares are determined.

The Reverse Stock Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the corporation; provided, however, that the corporation shall not be obligated to issue certificates evidencing the shares of common stock issuable as a result of the Reverse Stock Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Stock Split are either delivered to the corporation, or the holder notifies the corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates.”

3.        Section 4.1 of Article IV of the Certificate is hereby amended and restated in its entirety to read as follows:

“4.1    The corporation shall have the authority to issue a total of 76,679,167 shares of capital stock divided into 3 classes as follows:

(a)    Sixty-six Million Six Hundred Sixty-six Thousand Six Hundred Sixty-seven (66,666,667) shares of Common Stock, $0.0001 par value per share (the “ Common Stock ”).

(b)    Ten Million (10,000,000) shares of Preferred Stock, $0.0001 par value per share (the “ Preferred Stock ”). The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is

further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

(c)    Twelve Thousand Five Hundred (12,500) shares of Class UA Preferred Stock, no par value (the “ Class UA Preferred Stock ”). The powers of the Class UA Preferred Stock shall be as set forth in Article V below.”

4.        The foregoing amendments to the Certificate have been duly approved by the Corporation’s Board of Directors in accordance with Section 242 of the DGCL.

5.        The foregoing amendments to the Certificate have been duly approved by the Corporation’s stockholders in accordance with Sections 211 and 242 of the DGCL.

6.        This Certificate of Amendment shall be effective at 12:01 a.m. on November 29, 2016.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 23rd day of November 2016.

 

CASCADIAN THERAPEUTICS, INC.
By:  

/s/ Julie M. Eastland

  Julie M. Eastland
  Vice President, Corporate Development and Chief Financial Officer

 

2

Exhibit 99.1

 

LOGO

Cascadian Therapeutics Announces Stockholders and Board of Directors

Approve Reverse Stock Split

SEATTLE, November 23, 2016 – Cascadian Therapeutics, Inc. (NASDAQ:CASC), a clinical-stage biopharmaceutical company, today announced that at a special meeting held on November 18, 2016, stockholders voted to approve a proposal authorizing the board of directors of the Company to effect a reverse stock split of the Company’s outstanding common shares at a ratio of 1-for-6, and a reduction in the number of authorized shares of common stock from 200.0 million shares to 66.7 million shares. The Company believes the change in authorized shares will provide sufficient capacity to support the its programs. Cascadian’s board of directors had previously directed that the proposal be submitted to the stockholders for approval and has subsequently determined that the reverse stock split will take effect on November 29, 2016. Beginning at the opening of trading on November 29, 2016, the Company’s common stock will trade on a split-adjusted basis.

“We appreciate the support of our stockholders in granting our board the authority to effect a reverse split that was set in motion several weeks ago,” said Scott Myers, President and CEO of Cascadian Therapeutics. “As we are focused on driving the late-stage development of tucatinib (ONT-380) for HER2-positive metastatic breast cancer, with and without brain metastases, the execution of a reverse stock split supports a per share valuation for Cascadian that is more in line with our peers. We believe this action will make our stock more attractive to a wider range of institutional investors, benefiting all stockholders.”

Upon the effectiveness of the reverse stock split, every six shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will not affect any stockholder’s ownership percentage of the Company’s common stock.

At the market open on November 29, 2016, the Company’s common stock will continue to trade on The Nasdaq Global Market under the symbol “CASC,” but will be assigned a new CUSIP number (14740B 606) and will trade on a split-adjusted basis.

Computershare, the Company’s transfer agent, will provide instructions to registered stockholders regarding the process for exchanging their stock certificates. Stockholders holding their shares in street name do not need to take any action. Additional information regarding the reverse stock split approved by stockholders can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 14, 2016.

About Cascadian Therapeutics

Cascadian Therapeutics is a clinical-stage biopharmaceutical company dedicated to developing innovative product candidates for the treatment of cancer. The lead product candidate, tucatinib, also known as ONT-380, is an oral, selective small molecule HER2 inhibitor. Preliminary results from two ongoing Phase 1b studies of tucatinib in combination showed promising systemic activity, a favorable safety profile and encouraging activity against brain metastases. Cascadian Therapeutics is conducting a randomized, double-blind, placebo-controlled Phase 2 study called HER2CLIMB. The study is evaluating tucatinib versus placebo in combination with capecitabine and trastuzumab in late stage HER2+ breast cancer patients, with and without brain metastases, who have previously been treated with a taxane, trastuzumab, pertuzumab and T-DM1. Additional details can be found at www.clinicaltrials.gov (Identifier: NCT02614794) or www.HER2CLIMB.com. For more information and to sign up for email alerts or RSS feeds, please visit  www.cascadianrx.com .

Forward-Looking Statements

In order to provide Cascadian Therapeutics’ investors with an understanding of its current results and future prospects, this release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include Cascadian Therapeutics’ expectations regarding the proposed reverse stock split and reduction in authorized capital.

Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics’ business and the general economic environment, many of which are beyond its control. These risks, uncertainties and other factors could cause Cascadian Therapeutics’ actual results to differ materially from those projected in forward-looking statements, including the risks associated with the costs and expenses of developing its product candidates, the adequacy of financing and cash, cash equivalents and investments, changes in general accounting policies, general economic factors, achievement of the results it anticipates from its preclinical development and clinical trials of its product candidates and its ability to adequately obtain and protect its intellectual property rights. Although Cascadian Therapeutics believes that the forward-looking statements contained herein are reasonable, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. For a detailed description of Cascadian Therapeutics’ risks and uncertainties, you are encouraged to review the documents filed with the securities regulators in the United States on EDGAR and in Canada on SEDAR. Except as required by law, Cascadian Therapeutics does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

Source: Cascadian Therapeutics, Inc.

###

Contacts:

Monique Greer

Cascadian Therapeutics, Inc.

206-801-2107

mgreer@cascadianrx.com