Edgar Filing: CTI BIOPHARMA CORP

Document

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): December 9, 2016

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 7.01 Regulation FD Disclosure.

The information provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing or document, except to the extent expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 7.01 shall instead be deemed “furnished.”

On December 9, 2016, CTI BioPharma Corp. (the “Company”) issued a press release in Italy announcing that the Company’s Board of Directors (the “Board”) approved a reverse stock split in order to regain compliance with The NASDAQ Stock Market LLC (the “NASDAQ”) minimum closing bid price of $1.00 per share. A copy of the English translation of the press release, entitled “CTI BioPharma Announces Planned Reverse Stock Split” is furnished as Exhibit 99.1 hereto.

Item 8.01 Other Events.

On December 9, 2016, the Company announced that the Board approved a reverse stock split in order to regain compliance with NASDAQ’s minimum closing bid price of $1.00 per share. Upon the effectiveness of the reverse stock split, each of the Company’s shareholders will receive one (1) new share of the Company’s common stock (the “Common Stock”) for every ten (10) shares of the Common Stock that such shareholder holds. The reverse stock split will affect all of the Company’s authorized shares, including all outstanding shares of Common Stock as well as the number of shares of Common Stock underlying stock options, warrants and other exercisable or convertible instruments outstanding at the effective time of the reverse stock split. It is anticipated that the reverse stock split will become effective on or about January 1, 2017.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the planned effectiveness of the reverse split of the Company’s Common Stock and the Company’s future compliance with the NASDAQ listing requirements for continued listing on The NASDAQ Capital Market. Forward-looking statements involve 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 Company’s securities. Specifically, the risks and uncertainties that could affect the Company include risks associated with preclinical and clinical developments in the biopharmaceutical industry, including, without limitation, that the Company may experience continued delays in the regulatory approval process of its products, the Company’s ability to continue to raise capital as needed to fund its operations, that the reverse stock split may not increase the per-share-trading price of the Common Stock to regain compliance with the NASDAQ listing requirements for continued listing on The NASDAQ Capital Market, that the reverse stock split may not become effective on or about January 1, 2017, competitive factors, technological developments, costs of developing, producing and selling the Company’s product candidates, and the risk factors listed or described from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s most recent filings on Forms 10-K, 10-Q and 8-K. Except as may be required by law, the Company does not intend to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description	Location

99.1	English translation of the Press Release, dated December 9, 2016, entitled “CTI BioPharma Announces Planned Reverse Stock Split.”	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: December 9, 2016	By:	/s/ Louis A. Bianco
		Louis A. Bianco
		Executive Vice President, Finance and
		Administration

EXHIBIT INDEX



Exhibit No.	Description	Location

99.1	English translation of the Press Release, dated December 9, 2016, entitled “CTI BioPharma Announces Planned Reverse Stock Split.”	Furnished herewith.