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): June 8, 2017
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)) |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As noted below, on June 8, 2017, the stockholders of Cascadian Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s certificate of incorporation to increase the number of the Company’s authorized shares of common stock from 66,666,667 to 130,000,000. On June 8, 2017, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of the Company was held on June 8, 2017. The following is a brief description of each matter voted upon and the certified voting results.
(1) Election of the nominees listed below as Class I directors to the board of directors, to hold office until the 2020 Annual Meeting of Stockholders and until his successor is duly elected and qualified:
| For | Withhold |
Broker
Non-Votes |
||||||||||
|
Daniel Spiegelman |
33,935,700 | 3,307,323 | 7,167,046 | |||||||||
|
Scott Myers |
33,993,557 | 3,249,466 | 7,167,046 | |||||||||
Pursuant to the foregoing votes, the nominees listed above were elected as Class I directors to serve on the Company’s board of directors.
(2) Approval of an amendment to the Company’s 2016 Equity Incentive Plan to increase the total shares of common stock available for issuance under the Company’s 2016 Equity Incentive Plan from 1,200,905 to 7,900,905:
|
For |
Against |
Abstain |
Broker Non- votes |
|||
|
33,420,378 |
3,779,158 | 43,487 | 7,167,046 |
Pursuant to the foregoing votes, this matter was approved.
(3) Approval, by a non-binding advisory vote, of a resolution approving the compensation paid by the Company to its named executive officers:
|
For |
Against |
Abstain |
Broker Non- votes |
|||
|
33,712,363 |
3,475,713 | 54,947 | 7,167,046 |
Pursuant to the foregoing votes, this matter was approved.
(4) Indication, by a non-binding advisory vote, of the preferred frequency of future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers:
| Votes | ||
|
One Year |
36,012,012 | |
|
Two Years |
644,717 | |
|
Three Years |
540,749 | |
|
Abstain |
45,545 | |
|
Broker Non-Votes |
7,167,046 |
Pursuant to the foregoing votes, a frequency of every year was indicated as the preferred frequency. Consistent with the recommendation of the Company’s Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company’s Board of Directors determined to hold an annual advisory vote to approve the compensation paid by the Company to its named executive officers.
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(5) Approval of an amendment to the Company’s certificate of incorporation to increase its authorized shares of common stock from 66,666,667 to 130,000,000:
|
For |
Against |
Abstain |
Broker Non- votes |
|||
|
38,111,073 |
6,278,568 | 20,428 | 0 |
Pursuant to the foregoing votes, this matter was approved.
(6) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:
|
For |
Against |
Abstain |
Broker Non- votes |
|||
|
41,204,604 |
3,165,134 | 40,331 | 0 |
Pursuant to the foregoing votes, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cascadian Therapeutics, Inc. | |
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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, Chief Business Officer and Secretary | ||
Date: June 9, 2017
EXHIBIT INDEX
|
Exhibit Number |
Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cascadian Therapeutics, Inc. | |
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. Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (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 140,012,500 shares of capital stock divided into 3 classes as follows:
(a) One Hundred Thirty Million (130,000,000) 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.”
3. 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.
4. 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.
5. This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 8th day of June 2017.
| CASCADIAN THERAPEUTICS, INC. | ||
| By: |
/s/ Julia M. Eastland |
|
| Julia M. Eastland | ||
| Chief Financial Officer | ||
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