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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
3.1
99.1
Description
Certificate of Amendment to Certificate of Incorporation
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:
Date: November 23, 2016
4
/s/ Julia M. Eastland
Julia M. Eastland
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number
3.1
99.1
Description
Certificate of Amendment to Certificate of Incorporation
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:
2
/s/ Julie M. Eastland
Julie M. Eastland
Vice President, Corporate Development and Chief
Financial Officer
Exhibit 99.1
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
[email protected]