--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-174551" form_type: "8-K" ticker: null cik: "0000891293" company_name: "CTI BIOPHARMA CORP" filed_at: "2023-06-26T23:59:59+00:00" generated_at: "2026-06-13T17:27:18.760432+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sobi completes acquisition of CTI BioPharma at $9.10/share; shares delisted from Nasdaq ## Summary - Tender offer expired with 110,640,230 shares (83.8%) validly tendered; merger closed June 26, 2023. - Shareholders received $9.10 per share in cash; preferred stock converted at $91,000 per share. - CTI notified Nasdaq, requested trading suspension and Form 25 filing to delist and deregister shares. - Board replaced: prior directors resigned; new directors are Guido Oelkers, Henrik Stenqvist, Torbjörn Hallberg. - Credit agreement with Drug Royalty III LP repaid in full and terminated on June 26, 2023. ## SEC filing metadata - accession: 0001193125-23-174551 - form_type: 8-K - cik: 0000891293 - company_name: CTI BIOPHARMA CORP - filed_at: 2023-06-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 2.04, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/d460122d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-174551 - JSON: https://secwatch.observer/filing/0001193125-23-174551.json - Plain text: https://secwatch.observer/filing/0001193125-23-174551.txt ## Key facts - Executive change Reed V. Tuckson resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change Adam R. Craig resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change David Parkinson resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change Michael A. Metzger resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change Laurent Fischer resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change Diane Parks resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - Executive change Matthew D. Perry resigned as Director at CTI BIOPHARMA CORP. - Action: resigned - Role: Director source text: As of the Effective Time, Adam R. Craig, Laurent Fischer, David Parkinson, Diane Parks, Matthew D. Perry, Michael A. Metzger and Reed V. Tuckson each ceased to be directors of CTI and members of any committee of CTI’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm - M&A Transactions CTI BIOPHARMA CORP underwent a change of control involving Swedish Orphan Biovitrum AB (publ) for $9.10 per Share in cash (closed 2023-06-26). - Action: change of control - Counterparty: Swedish Orphan Biovitrum AB (publ) - Consideration: $9.10 per Share in cash - Closing: 2023-06-26 source text: tender offer (the “Offer”) on May 25, 2023 to acquire all of the outstanding shares of common stock of CTI, $0.001 par value per share (the “Shares”), at a purchase price of $9.10 per Share in cash (the “Offer Price”), without interest and subject to any applicable withholding taxes. The Offer and related withdrawal rights expired at one minute following evidence_url: https://www.sec.gov/Archives/edgar/data/891293/000119312523174551/0001193125-23-174551-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.