Delaware | 91-1533912 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Copy to: Sean Feller Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067-3026 (310) 552-8500 |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | þ | Smaller reporting company | þ |
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 7(a)(2)(B) of the Securities Act. ¨ |
Title of Each Class of Securities to be Registered (1) | Amount to be Registered (2) | Proposed Maximum Offering Price Per Share (3) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee (3) |
Common Stock, par value $0.001 per share | 5,100,000 | $1.00 | $5,100,000 | $661.98 |
(1) | In addition to the number of shares of common stock, par value $0.001 per share (the “Common Stock”) of CTI BioPharma Corp. (the “Registrant”) set forth in the above table, this Registration Statement on Form S-8 (this “Registration Statement”) covers an indeterminate number of options and other rights to acquire Common Stock, to be granted pursuant to the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan (the “Plan”). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also shall cover any additional shares of Common Stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed based on the weighted average exercise price of outstanding options granted under the Plan. |
Item 8. | Exhibits. |
4.1 |
4.2 |
4.3 |
4.4* |
4.5 |
4.6 |
4.7 |
5.1* |
23.1* |
23.2* |
24.1* | Power of Attorney (included on signature page hereto). |
CTI BIOPHARMA CORP. | |
By: | /s/ Adam R. Craig, M.D., Ph.D. |
Name: | Adam R. Craig, M.D., Ph.D. |
Title: | President, Chief Executive Officer and Interim Chief Medical Officer |
Signature | Title | Date |
/s/ Laurent Fischer, M.D. Laurent Fischer, M.D. | Chairman of the Board | June 18, 2020 |
/s/ Adam R. Craig, M.D., Ph.D. Adam R. Craig, M.D., Ph.D. | Director, President, Chief Executive Officer and Interim Chief Medical Officer (Principal Executive Officer) | June 18, 2020 |
/s/ David H. Kirske David H. Kirske | Executive Vice President, Chief Financial Officer and Secretary (Principal Financial & Accounting Officer) | June 18, 2020 |
/s/ Michael A. Metzger Michael A. Metzger | Director | June 18, 2020 |
/s/David R. Parkinson, M.D. David R. Parkinson, M.D. | Director | June 18, 2020 |
/s/ Matthew D. Perry Matthew D. Perry | Director | June 18, 2020 |
/s/ Reed V. Tuckson, M.D., F.A.C.P. Reed V. Tuckson, M.D., F.A.C.P. | Director | June 18, 2020 |
1. | The name of the Corporation is CTI BioPharma Corp. The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was December 14, 2017. |
2. | This Certificate of Amendment to the Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the DGCL and amends the provisions of the Corporation’s Certificate of Incorporation. |
3. | The amendment to the existing Certificate of Incorporation being effected hereby is to delete Section 4.1 of Article IV of the Certificate of Incorporation in its entirety and to substitute in its place the following: |
4. | This Certificate of Amendment to the Certificate of Incorporation shall be effective immediately upon filing by the Secretary of State of the State of Delaware. |