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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CTI BioPharma Corporation | NASDAQ:CTIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.09 | 10.01 | 8.64 | 0 | 01:00:00 |
Washington
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91-1533912
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of Securities To Be Registered
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Amount
To Be
Registered(1)(2)
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Proposed Maximum
Offering Price
Per Share(3)
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Proposed Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(3)
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Common Stock, no par value per share
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1,100,000 shares
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N/A
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N/A
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N/A
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1)
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This Registration Statement covers, in addition to the number of shares of CTI BioPharma Corp., a Washington corporation (the “Company” or the “Registrant”), common stock, no par value per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the CTI BioPharma Corp. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”) and the CTI BioPharma Corp. 2017 Equity Incentive Plan (the “2017 Plan”), as a result of one or more adjustments under the applicable plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions. As described in the “Explanatory Note” below, this Post-Effective Amendment No. 2 to Form S-8 is being filed to provide that a portion of the shares originally registered on the Form S-8 Registration Statement filed by the Company on June 4, 2014 (the “2014 Form S-8”) for issuance under the 2007 Plan may be issued under the 2017 Plan once they are no longer issuable pursuant to the 2007 Plan.
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2)
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Each share of Common Stock is accompanied by a preferred stock purchase right pursuant to the Shareholder Rights Agreement, dated as of December 28, 2009, between the Company and Computershare Trust Company, N.A., as Rights Agent, and as subsequently amended.
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3)
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The filing fee for the registration of the offer of shares under the 2007 Plan was paid in full upon the filing of the 2014 Form S-8. Pursuant to SEC Compliance and Disclosure Interpretation 126.43, no filing fee is required to include the 2017 Plan on the 2014 Form S-8 pursuant to this Post-Effective Amendment No. 2 to Form S-8.
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a)
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The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016, filed with the Commission on March 2, 2017 (Commission File No. 000-28386);
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b)
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The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2017, filed with the Commission on May 3, 2017 (Commission File No. 000-28386);
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c)
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The Company’s Current Reports on Form 8-K, filed with the Commission on January 5, 2017, January 20, 2017, January 24, 2017, February 10, 2017, February 27, 2017 (with respect to Item 5.02 only), March 13, 2017, April 25, 2017 (with respect to Item 1.01 only) and May 16, 2016 (with respect to Items 5.02 and 5.07 only, as amended by Amendment No.1 filed with the Commission on June 16, 2017), June 5, 2017 (with respect to Item 5.02 only), and June 9, 2017 (each, Commission File No. 000-28386);
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d)
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The description of the Company’s Common Stock contained in its Registration Statement on Form 10 filed with the Commission on June 27, 1996, as amended (Commission File No. 000-28386), and any other amendment or report filed for the purpose of updating such description; and
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e)
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The description of the Company’s Preferred Stock Purchase Rights contained in its Registration Statement on Form 8-A filed with the Commission on December 28, 2009 (Commission File No. 001-12465), as amended by Amendment No 1. to Form 8-A filed with the Commission on May 17, 2011 (Commission File No. 001-12465), and Registration Statement on Form 8-A filed with the Commission on September 6, 2012 (Commission File No. 000-28386), as amended by Amendment No. 1 to Form 8-A filed with the Commission on December 7, 2012 (Commission File No. 000-28386), Amendment No. 2 to Form 8-A filed with the Commission on December 1, 2015 (Commission File No. 000-28386) and Amendment No. 3 to Form 8-A filed with the Commission on January 3, 2017 (Commission File No. 000-28386), and any other amendment or report filed for the purpose of updating such description.
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CTI BIOPHARMA CORP.
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By:
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/s/ Adam R. Craig
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Adam R. Craig
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Adam R. Craig, M.D., Ph.D.
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President, Chief Executive Officer and Director (Principal Executive Officer)
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June 23, 2017
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Adam R. Craig, M.D., Ph.D.
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/s/ Bruce J. Seeley
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Executive Vice President, Chief Commercial and Administrative Officer (Principal Financial Officer)
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June 23, 2017
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Bruce J. Seeley
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/s/ David Parkinson, M.D.
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Director
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June 23, 2017
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David Parkinson, M.D.
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/s/ Richard L. Love
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Director
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June 23, 2017
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Richard L. Love
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/s/ Michael A. Metzger
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Director
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June 23, 2017
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Michael A. Metzger
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/s/ Matthew D. Perry
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Director
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June 23, 2017
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Matthew D. Perry
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/s/ Frederick W. Telling, Ph.D.
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Director
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June 23, 2017
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Frederick W. Telling, Ph.D.
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/s/ Reed V. Tuckson, M.D.
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Director
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June 23, 2017
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Reed V. Tuckson, M.D.
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Exhibit
Number
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Description of Exhibit
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4.1
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CTI BioPharma Corp. 2007 Equity Incentive Plan, as amended and restated (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on October 31, 2014).
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4.2
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CTI BioPharma Corp. 2017 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 16, 2017).
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5.1
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Opinion of Karr Tuttle Campbell. (Opinion as to the legality of the securities being registered with respect to the 2007 Plan. Filed as Exhibit 5 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 4, 2014 (SEC File No. 333-196510) and incorporated herein by this reference.)
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5.2
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Opinion of Karr Tuttle Campbell (opinion re: legality).
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23.1
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Consent of Marcum LLP (consent of independent registered public accounting firm).
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23.2
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Consent of Karr Tuttle Campbell (included in Exhibits 5.1 and 5.2).
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24
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Power of Attorney (included in this Registration Statement under “Signatures”).
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