Current Report Filing (8-k)
November 23 2016 - 4:11PM
Edgar (US Regulatory)
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)
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Delaware
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001-33882
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26-0868560
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Items 5.07
and 8.01 are incorporated by reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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 Companys 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 Companys board of directors before December 31, 2016 without further
approval or authorization of the Companys stockholders:
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For
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Against
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Abstain
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Broker Non-votes
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98,764,829
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11,422,140
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787,613
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0
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Pursuant to the foregoing votes, this matter was approved.
(2) Approval of an amendment to the Companys Certificate of Incorporation to decrease the Companys 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:
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For
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Against
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Abstain
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Broker Non-votes
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98,811,535
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11,168,339
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994,708
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0
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Pursuant to the foregoing votes, this matter was approved.
Following the Special Meeting, the Companys board of directors
approved a reverse stock split ratio of 1-for-6 and a resulting reduction in the Companys 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 Companys 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 stockholders ownership percentage of the Companys common stock.
At the market open on November 29, 2016, the Companys 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
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Financial Statements and Exhibits
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(d) Exhibits.
2
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Exhibit
Number
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Description
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3.1
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Certificate of Amendment to Certificate of Incorporation
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99.1
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Press Release issued by Cascadian Therapeutics, Inc. dated November 23, 2016
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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.
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CASCADIAN THERAPEUTICS, INC.
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By:
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/s/ Julia M. Eastland
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Julia M. Eastland
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Chief Financial Officer
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Date: November 23, 2016
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EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Certificate of Amendment to Certificate of Incorporation
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99.1
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Press Release issued by Cascadian Therapeutics, Inc. dated November 23, 2016
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5
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