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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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On February 13, 2020, CTI BioPharma Corp. (the “Company”) filed the Certificate of Designation of Preferences, Rights and Limitations
of Series X Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, in connection with a rights offering by the Company referenced in Item 8.01 below. The Certificate of
Designation provides for the issuance of shares of the Company’s series X convertible preferred stock, par value $0.001 per share (the “Series X Preferred”).
In the event of the Company’s liquidation, dissolution or winding up, holders of Series X Preferred will participate pari passu
with any distribution of proceeds to holders of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and the Company’s series O convertible preferred stock. Holders of Series X Preferred are entitled to
receive dividends on shares of Series X Preferred equal (on an as-if-converted to Common Stock basis, without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation)) to and in the same form as dividends actually
paid on shares of Common Stock when, as and if such dividends are paid on shares of Common Stock. No other dividends shall be paid on shares of Series X Preferred.
Shares of Series X Preferred generally have no voting rights, except as otherwise expressly provided in the Certificate of Designation or as
otherwise required by law. However, as long as any shares of Series X Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred, (i) alter or
change adversely the powers, preferences or rights given to the Series X Preferred or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the
Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of,
or restrictions provided for the benefit of the Series X Preferred, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further
shares of Series X Preferred or increase or decrease (other than by conversion) the number of authorized shares of Series X Preferred, or (iii) enter into any agreement with respect to any of the foregoing.
Each share of Series X Preferred is convertible into shares of Common Stock at any time at the option of the holder thereof, into the number
of shares of Common Stock determined with reference to the Conversion Ratio (as defined in the Certificate of Designation), subject to certain limitations, including that a holder of Series X Preferred is prohibited from converting Series X
Preferred into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to
such conversion.
The foregoing description of the Series Preferred does not purport to be complete and is qualified in its entirety by
reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.