SEC Form SC 13D/A filed by CTI BioPharma Corp. (DE) (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

CTI BioPharma Corp.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

12648L601

(CUSIP Number)

JAMES KRATKY

BVF Partners L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94104

(415) 525-8800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 26, 2023

(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.

1              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).

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any securities of the Issuer.

Item 4 is hereby amended to add the following:

On May 10, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Swedish Orphan Biovitrum AB (publ) (“Sobi”) and Cleopatra Acquisition Corp., a wholly owned, indirect subsidiary of Sobi (“Purchaser”). Pursuant to the Merger Agreement, on May 25, 2023, Purchaser commenced a cash tender offer (the “Offer”) to acquire all of the outstanding shares of Common Stock of the Issuer at a purchase price of $9.10 per share in cash (the “Offer Price”), without interest and subject to any applicable withholding taxes. In connection with the Offer, the Reporting Persons tendered all of their shares of Common Stock for the Offer Price and no longer beneficially own any shares of Common Stock.

Following the consummation of the Offer, the remaining conditions to the merger of Purchaser with and into the Issuer (the “Merger”) set forth in the Merger Agreement were satisfied, and on June 26, 2023, the Merger was consummated pursuant to Section 251(h) of the Delaware General Corporation Law, with the Issuer surviving as a wholly owned subsidiary of Sobi.

In addition, each share of the Issuer’s preferred stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $91,000 per share, without interest and subject to any applicable withholding taxes (the “Preferred Stock Offer Price”). Accordingly, at the effective time of the Merger, each share of Series X Preferred Stock and Series XI Preferred Stock beneficially owned by the Reporting Persons was converted into the right to receive the Preferred Stock Offer Price. As a result, the Reporting Persons ceased to beneficially own any shares of Series X Preferred Stock or Series XI Preferred Stock.

As of the effective time of the Merger, Mr. Perry ceased to be a director of the Issuer. Pursuant to the Merger Agreement, each option to purchase shares of Common Stock granted to Mr. Perry in his capacity as a director of the Issuer that was outstanding immediately prior to the effective time of the Merger, whether or not vested, that had an exercise price that was less than the Offer Price, terminated and was cancelled and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Common Stock under such option, multiplied by (B) the total number of shares of Common Stock subject to such option. As a result, Mr. Perry no longer holds any options to purchase shares of Common Stock.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a)-(b) As described in Item 4 above, the Reporting Persons no longer beneficially own any securities of the Issuer.

(c) Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.

(e) As of June 26, 2023, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.

Item 6 is hereby amended to add the following:

As set forth in Items 4 and 5 above, Mr. Perry no longer holds any options to purchase shares of Common Stock.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 28, 2023