UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CTI BioPharma Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
12648L601
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD 21093
(410) 842-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 12648L601 | 13D | Page 2 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Growth Equity Opportunities Fund V, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 12648L601 | 13D | Page 3 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
New Enterprise Associates 16, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 12648L601 | 13D | Page 4 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA Partners 16, L.P.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 12648L601 | 13D | Page 5 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
NEA 16 GP, LLC
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
OO
|
|
CUSIP No. 12648L601 | 13D | Page 6 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Forest Baskett
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 7 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Ali Behbahani
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 8 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Carmen Chang
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 9 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Anthony A. Florence, Jr.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 10 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Mohamad H. Makhzoumi
| �� | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 11 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Scott D. Sandell
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 12 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Peter W. Sonsini
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 13 of 22 Pages |
| 1. | NAMES OF REPORTING PERSONS.
Paul Walker
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS (see instructions)
AF
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
9,613,101 shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
9,613,101 shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
| |||
14. | TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 12648L601 | 13D | Page 14 of 22 Pages |
Item 1. Security and Issuer.
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on 13D originally filed on February 20, 2018, Amendment No. 1 filed on February 13, 2020 and Amendment No. 2 filed on March 12, 2020 relating to the common shares, $0.001 par value (the “Common Stock”), of CTI BioPharma Corp. (the “Issuer”) having its principal executive office at 3101 Western Avenue, Suite 800, Seattle, Washington 98121.
Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto).
Item 2. Identity and Background.
This statement is being filed by:
(a) Growth Equity Opportunities Fund V, LLC (“GEO”);
(b) New Enterprise Associates 16, L.P. (“NEA 16”), which is the sole member of GEO, NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and
(c) Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”) and Joshua Makower (“Makower”). The Managers are the managers of NEA 16 LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of GEO, NEA 16, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Sonsini and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The principal business of GEO and NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO and NEA 16 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP No. 12648L601 | 13D | Page 15 of 22 Pages |
Item 4. Purpose of Transaction.
In connection with the Backstop Commitment, on March 4, 2020, GEO purchased 410.955 shares of GEO Series X Preferred Stock, each of which could be converted into 10,000 shares of the Issuer’s Common Stock subject to certain limitations, including the Beneficial Ownership Limitation.
On June 7, 2022, GEO completed a series of public sales on the open market that began on June 2, 2022 (the “Transaction”), whereby GEO sold 1,636,899 shares of the Issuer’s Common Stock. Prior to the Transaction GEO held 7,140,450 shares of the Issuer’s Common Stock and 410.955 shares of GEO Series X Preferred Stock. After the Transaction GEO held 5,503,551 shares of the Issuer’s Common Stock and 410.955 shares of GEO Series X Preferred Stock.
On June 6, 2022, GEO converted 410.955 shares of GEO Series X Preferred Stock into 4,109,550 shares of Common Stock (the “Converted GEO Series X Preferred Stock”). Including the 5,503,551 shares of Issuer’s Common Stock previously held, GEO now holds a total of 9,613,101 shares of the Issuer’s Common Stock (the “GEO Shares”) and for the avoidance of doubt no longer holds any GEO Series X Preferred Stock.
The working capital of GEO was the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the GEO Shares. Unless otherwise specified, all defined terms in this Item are as defined and described in Amendment No. 2.
GEO acquired the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer.
Item 5. Interest in Securities of the Issuer.
| (a) | GEO is the record owner of the GEO Shares. As the sole member of GEO, NEA 16 may be deemed to own beneficially the GEO Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 16 LLC, each of the Managers may be deemed to own beneficially the GEO Shares. |
Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 108,966,855 shares of Common Stock outstanding, as of May 5, 2022 and disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 31, 2022.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
CUSIP No. 12648L601 | 13D | Page 16 of 22 Pages |
| (c) | Except as set forth in Item 3 and 4 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | Makower has ceased to beneficially own 5% or more of the Issuer’s Common Stock as a result of ceasing to be a manager of NEA 16 LLC. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP No. 12648L601 | 13D | Page 17 of 22 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 17th day of June, 2022.
GROWTH EQUITY OPPORTUNITIES FUND V, LLC
| By: | NEW ENTERPRISE ASSOCIATES 16, L.P. Sole Member |
By: NEA PARTNERS 16, L.P.
General Partner
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA PARTNERS 16, L.P. General Partner |
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 16, L.P.
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
CUSIP No. 12648L601 | 13D | Page 18 of 22 Pages |
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Amendment No. 3 to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP No. 12648L601 | 13D | Page 19 of 22 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of CTI BioPharma Corp.
EXECUTED this 17th day of June, 2022.
GROWTH EQUITY OPPORTUNITIES FUND V, LLC
| By: | NEW ENTERPRISE ASSOCIATES 16, L.P. Sole Member |
By: NEA PARTNERS 16, L.P.
General Partner
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA PARTNERS 16, L.P. General Partner |
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 16, L.P.
| By: | NEA 16 GP, LLC General Partner |
By: *
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell
Chief Executive Officer
CUSIP No. 12648L601 | 13D | Page 20 of 22 Pages |
*
Forest Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP No. 12648L601 | 13D | Page 21 of 22 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ P. Justin Klein
P. Justin Klein
CUSIP No. 12648L601 | 13D | Page 22 of 22 Pages |
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang