As filed with the Securities and Exchange Commission on June 26, 2023
Registration No. 333-265655
Registration No. 333-257174
Registration No. 333-239311
Registration No. 333-231708
Registration No. 333-225116
Registration No. 333-189611
Registration No. 333-184004
Registration No. 333-178158
Registration No. 333-170044
Registration No. 333-162955
Registration No. 333-158260
Registration No. 333-152168
Registration No. 333-146624
Registration No. 333-112791
Registration No. 333-118016
Registration No. 333-106571
Registration No. 333-106568
Registration No. 333-97015
Registration No. 333-65200
Registration No. 333-58957
Registration No. 333-35919
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8
REGISTRATION STATEMENT NO. 333-265655
FORM S-8
REGISTRATION STATEMENT NO. 333-257174
FORM S-8
REGISTRATION STATEMENT NO. 333-239311
FORM S-8
REGISTRATION STATEMENT NO. 333-231708
FORM S-8
REGISTRATION STATEMENT NO. 333-225116
FORM S-8
REGISTRATION STATEMENT NO. 333-189611
FORM S-8
REGISTRATION STATEMENT NO. 333-184004
FORM S-8
REGISTRATION STATEMENT NO. 333-178158
FORM S-8
REGISTRATION STATEMENT NO. 333-170044
FORM S-8
REGISTRATION STATEMENT NO. 333-162955
FORM S-8
REGISTRATION STATEMENT NO. 333-158260
FORM S-8
REGISTRATION STATEMENT NO. 333-152168
FORM S-8
REGISTRATION STATEMENT NO. 333-146624
FORM S-8
REGISTRATION STATEMENT NO. 333-112791
FORM S-8
REGISTRATION STATEMENT NO. 333-118016
FORM S-8
REGISTRATION STATEMENT NO. 333-106571
FORM S-8
REGISTRATION STATEMENT NO. 333-106568
FORM S-8
REGISTRATION STATEMENT NO. 333-97015
FORM S-8
REGISTRATION STATEMENT NO. 333-65200
FORM S-8
REGISTRATION STATEMENT NO. 333-58957
FORM S-8
REGISTRATION STATEMENT NO. 333-35919
UNDER
THE SECURITIES ACT OF 1933
CTI BIOPHARMA CORP.
(Exact name of registrant as specified in its charter)
Delaware | 91-1533912 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3101 Western Avenue, Suite 800
Seattle, Washington 98121
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan
CTI BioPharma Corp. Amended and Restated 2007 Employee Stock Purchase Plan
CTI BioPharma Corp. Stock Option Agreement
Cell Therapeutics, Inc. 2007 Equity Incentive Plan
Cell Therapeutics, Inc. 2007 Employee Stock Purchase Plan
Cell Therapeutics, Inc. 2003 Equity Incentive Plan
Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan
Cell Therapeutics, Inc. Novuspharma S.p.A. Stock Option Plan
Cell Therapeutics, Inc. 2003 Equity Incentive Plan
Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan
the Cell Therapeutics, Inc. 1994 Equity Incentive Plan, as amended
(Full Titles of the Plans)
Adam R. Craig
President, Chief Executive Officer and Interim Chief Medical Office
3101 Western Avenue, Suite 800
Seattle, Washington 98121
(206) 282-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Graham Robinson Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street, 23rd Floor Boston, Massachusetts 02116 (617) 573-4800 | Katherine D. Ashley Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005 (202) 371-7000 | Ryan A. Murr Branden C. Berns Gibson, Dunn & Crutcher LLP 555 Mission Street San Francisco, CA 94105 (415) 393-8200 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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. ☐
DEREGISTRATION OF SHARES
CTI BioPharma Corp., a Delaware corporation (the “Company”), is filing with the U.S. Securities and Exchange Commission (the “Commission”) these post-effective amendments (the “Post-Effective Amendments”) to deregister any and all shares of common stock, with par values up to $0.001 per share, of the Company (the “Shares”), previously registered but unsold or otherwise unissued under the following Registration Statements on Form S-8 as of the date hereof (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:
• | Registration Statement No. 333-265655, filed with the Commission on June 16, 2022, relating to the registration of (i) 8,000,000 Shares under the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan, (ii) 500,000 Shares under the CTI BioPharma Corp. Amended and Restated 2007 Employee Stock Purchase Plan and (iii) 2,032,500 Shares under the CTI BioPharma Corp. Stock Option Agreement; |
• | Registration Statement No. 333-257174, filed with the Commission on June 17, 2021, relating to the registration of (i) 6,000,000 Shares under the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan, (ii) 800,000 Shares under the CTI BioPharma Corp. Amended and Restated 2007 Employee Stock Purchase Plan, and (iii) 1,097,000 Shares under the CTI BioPharma Corp. Stock Option Agreement; |
• | Registration Statement No. 333-239311, filed with the Commission on June 19, 2020, relating to the registration of 5,100,000 Shares under the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan; |
• | Registration Statement No. 333-231708, filed with the Commission on May 23, 2019, relating to the registration of 2,000,000 Shares under the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan; |
• | Registration Statement No. 333-225116, filed with the Commission on May 22, 2018, relating to the registration of 3,300,000 Shares under the CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan; |
• | Registration Statement No. 333-189611, filed with the Commission on June 26, 2013, relating to the registration of 12,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-184004, filed with the Commission on September 20, 2012, relating to the registration of 3,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-178158, filed with the Commission on November 23, 2011, relating to the registration of 14,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-170044, filed with the Commission on October 20, 2010, relating to the registration of 40,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-162955, filed with the Commission on November 6, 2009, relating to the registration of (i) 45,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan and (ii) 500,000 Shares under the Cell Therapeutics, Inc. 2007 Employee Stock Purchase Plan; |
• | Registration Statement No. 333-158260, filed with the Commission on March 27, 2009, relating to the registration of (i) 25,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan and (ii) 1,000,000 Shares under the Cell Therapeutics, Inc. 2007 Employee Stock Purchase Plan; |
• | Registration Statement No. 333-152168, filed with the Commission on July 7, 2008, relating to the registration of 10,000,000 Shares under the Cell Therapeutics, Inc. Amended and Restated 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-146624, filed with the Commission on October 11, 2007, relating to the registration of (i) 250,000 Shares under the Cell Therapeutics, Inc. 2007 Employee Stock Purchase Plan and (ii) 5,000,000 Shares under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan; |
• | Registration Statement No. 333-118016, filed with the Commission on August 6, 2004, relating to the registration of (i) 5,000,000 Shares under the Cell Therapeutics, Inc. 2003 Equity Incentive Plan and (ii) 100,000 Shares under the Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan; |
• | Registration Statement No. 333-112791, filed with the Commission on February 13, 2004, relating to the registration of 350,000 Shares under the Cell Therapeutics, Inc. Novuspharma S.p.A. Stock Option Plan; |
• | Registration Statement No. 333-106571, filed with the Commission on June 27, 2003, relating to the registration of 1,150,000 Shares under the Cell Therapeutics, Inc. 2003 Equity Incentive Plan; |
• | Registration Statement No. 333-106568, filed with the Commission on June 27, 2003, relating to the registration of 150,000 Shares under the Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan, as amended; |
• | Registration Statement No. 333-97015, filed with the Commission on July 24, 2002, relating to the registration of (i) 1,800,000 Shares under the Cell Therapeutics, Inc. 1994 Equity Incentive Plan, as amended and (ii) 200,000 Shares under the Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan, as amended; |
• | Registration Statement No. 333-65200, filed with the Commission on July 16, 2001, relating to the registration of 2,700,000 Shares under the Cell Therapeutics, Inc. 1994 Equity Incentive Plan, as amended; |
• | Registration Statement No. 333-58957, filed with the Commission on July 13, 1998, relating to the registration of 1,500,000 Shares under the Cell Therapeutics, Inc. 1994 Equity Incentive Plan; and |
• | Registration Statement No. 333-35919, filed with the Commission on September 18, 1997, relating to the registration of 2,330,006 Shares under the Cell Therapeutics, Inc. 1994 Equity Incentive Plan and 285,714 Shares under the 1996 Employee Stock Purchase Plan. |
Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”), Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”), and the Company, Purchaser merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. The Merger became effective on June 26, 2023, upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of these Post-Effective Amendments, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Company hereby amends the Registration Statements to remove from registration the Shares registered but remaining unsold under the Registration Statements as of the date of these Post-Effective Amendments.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in Visby, Sweden, on June 26, 2023.
CTI BIOPHARMA CORP. | ||
By: | /s/ Henrik Stenqvist | |
Name: | Henrik Stenqvist | |
Title: | Treasurer |
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendments to the Registration Statements.