If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule
12b-2
of the Securities Exchange Act of 1934. (Check one):
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. ☐
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we filed with the United
States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus in one or
more offerings up to a total amount of $250,000,000.
This prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you in
connection with these offerings. The prospectus supplement and any free writing prospectus may also add, update or change information contained in this prospectus. You should read this prospectus, the accompanying prospectus supplement and any free
writing prospectus together with the additional information described under the heading “Where You Can Find More Information.”
You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement
or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates.
Our business, financial condition, results of operations and prospects may have changed materially since those dates.
This prospectus
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as
described below under the heading “Where You Can Find More Information.”
Unless the context otherwise indicates, references
in this prospectus to “Cascadian Therapeutics”, “we”, “our”, “us” and “the Company” refer, collectively, to Cascadian Therapeutics, Inc., a Delaware corporation.
We own various U.S. federal trademark registrations and applications and unregistered trademarks, including our corporate logo. This prospectus
and the information incorporated herein by reference contains references to trademarks, service marks and trade names referred to in this prospectus and the information incorporated herein, including logos, artwork, and other visual displays, may
appear without the
®
or
TM
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks or trade names. We do not intend our use or display of other companies’ trade names, service marks or trademarks to imply a
relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free
writing prospectus are the property of their respective owners.
ii
PROSPECTUS SUMMARY
This summary highlights information contained in other parts of this prospectus or incorporated by reference in this prospectus from our Annual Report on
Form 10-K
for the year ended December 31, 2016, and our other filings with the SEC listed below under the heading “Incorporation of Certain Information by Reference.” This summary does not
contain all of the information you should consider in making your investment decision. Before deciding to invest in our securities, you should read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus,
and the information incorporated by reference herein in their entirety. You should carefully consider, among other things, the matters discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any
related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and
uncertainties. See “Special Note Regarding Forward-Looking Statements.”
Cascadian Therapeutics, Inc.
We are a clinical-stage biopharmaceutical company focused on the development of therapeutic products for the treatment of cancer. Our goal is
to develop and commercialize novel targeted compounds that have the potential to improve the lives and outcomes of cancer patients. Our lead product candidate is tucatinib, an investigational oral, selective small molecule HER2 inhibitor. We are
conducting a randomized, double-blind, controlled pivotal clinical trial called HER2CLIMB, which is comparing tucatinib vs. placebo, each in combination with capecitabine and trastuzumab, in patients with locally advanced or metastatic HER2+ breast
cancer with and without brain metastases, who have previously been treated with trastuzumab, pertuzumab and
T-DM1.
Tucatinib is also being studied in other cancers through investigator initiated studies,
including HER2+ metastatic colorectal cancer and earlier lines of hormone receptor-positive (HR+)/HER2+ metastatic breast cancer.
Tucatinib is an investigational, orally bioavailable, potent tyrosine kinase inhibitor that is highly selective for HER2 without inhibition of
EGFR. Inhibition of EGFR has been associated with clinical toxicities, including skin rash and diarrhea. Tucatinib has shown activity as a single agent and in combination with both chemotherapy and other HER2 directed agents such as trastuzumab.
Studies of tucatinib in these combinations have shown activity both systemically and in brain metastases. HER2 is a growth factor receptor that is overexpressed in multiple cancers, including breast, ovarian and gastric cancers. HER2 mediates cell
growth, differentiation and survival. Tumors that overexpress HER2 (HER2+) are more aggressive and historically have been associated with poor overall survival, compared with HER2-negative cancers.
We have an exclusive license agreement with Array BioPharma Inc. for the worldwide rights to develop, manufacture and commercialize tucatinib.
The Securities We May Offer
With
this prospectus, we may from time to time issue, in one or more series or classes, up to $250,000,000 in aggregate principal amount of our common stock, preferred stock, debt securities, warrants and/or units in one or more offerings. We may offer
these securities separately or together in units, and we may offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any of the securities registered hereunder, including any applicable antidilution
provisions. Each time we offer securities, we will specify in the accompanying prospectus supplement the terms of the securities being offered. The following is a summary of the securities we may offer with this prospectus.
Common Stock
We
may offer shares of our common stock, par value $0.0001 per share.
1
Preferred Stock
We may offer shares of our preferred stock, par value $0.0001 per share, in one or more series. Our board of directors or a committee
designated by the board will determine the dividend, voting, conversion and other rights of the series of shares of preferred stock being offered. Each series of preferred stock will be more fully described in the particular prospectus supplement
that will accompany this prospectus, including redemption provisions, rights in the event of our liquidation, dissolution or the winding up, voting rights and rights to convert into common stock.
Debt Securities
We may offer general obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock or
preferred stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” Our board of directors will determine the terms of each series of debt securities being
offered.
We will issue the debt securities under an indenture between us and a trustee. In this document, we have summarized general
features of the debt securities from the indenture. We encourage you to read the indenture, which is an exhibit to the registration statement of which this prospectus is a part.
Warrants
We may
offer warrants for the purchase of debt securities, shares of preferred stock or shares of common stock. We may issue warrants independently or together with other securities. Our board of directors will determine the terms of the warrants.
Units
We may
offer units consisting of some or all of the securities described above, in any combination, including common stock, preferred stock, warrants and/or debt securities. The terms of these units will be set forth in a prospectus supplement. The
description of the terms of these units in the related prospectus supplement will not be complete. You should refer to the applicable form of unit and unit agreement for complete information with respect to these units.
Corporate Information
Cascadian
Therapeutics, Inc. is the successor corporation to Biomira Inc. On August 23, 1985, Biomira Inc. was incorporated under the Canada Business Corporations Act. We were incorporated in the state of Delaware on September 7, 2007. On
December 10, 2007, we became the successor corporation to Biomira by way of an arrangement effected pursuant to Canadian law. Our executive office is located at 3101 Western Avenue, Suite 600, Seattle, Washington 98121 and our telephone number
is
(206) 801-2100.
We maintain an Internet website at www.cascadianrx.com. We have not incorporated the information on our website by reference into this prospectus, and you should not consider it to be a
part of this prospectus.
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods shown. As of September 30, 2017, we had 10,000,000
shares authorized of preferred stock, $0.0001 par value, of which the following were issued and outstanding: 2,500 shares of Series A Convertible Preferred Stock, 5,333 shares of Series B Convertible Preferred Stock, 7,500 shares of Series C
Convertible Preferred Stock, 17,250 shares of Series D Convertible Preferred Stock and 1,818 shares of Series E Convertible Preferred Stock; as well as 12,500 shares of Class UA Preferred Stock, no par value per share.
We had no paid dividends on shares of preferred stock during the periods indicated.
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Year Ended December 31,
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Nine
Months
Ended
September 30, 2017
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2012
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2013
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2014
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2015
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2016
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Ratio of earnings to fixed charges (1)
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Ratio of combined fixed charges and preference dividends to earnings (2)
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(1)
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The ratio of earnings to fixed charges represents the number of times that fixed charges are covered by earnings. For the periods presented, “earnings” consists of our net losses and “fixed charges”
consists of estimated interest expense within rental expense. In the years ended December 31, 2012, 2013, 2014, 2015 and 2016 and the nine months ended September 30, 2017 earnings were insufficient to cover fixed charges by
$3.4 million, $38.8 million, $50.0 million, $32.6 million, $64.6 million and $40.2 million, respectively.
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(2)
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The ratio of combined fixed charges and preference dividends to earnings represents the number of times that earnings are covered by combined fixed charges and preference dividends. As discussed above and in footnote 1
to this table, “earnings” consists of our net losses, and we had no paid dividends on shares of preferred stock during the periods indicated.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties referenced below and
described in the documents incorporated by reference in this prospectus and any prospectus supplement, as well as other information we include or incorporate by reference into this prospectus and any applicable prospectus supplement, before making
an investment decision. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of
any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2016 and our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2017, which are on file
with the SEC and incorporated by reference into this prospectus, and (ii) other documents we file with the SEC that are deemed incorporated by reference into this prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements. Forward-looking
statements include all statements that are not historical facts and can be identified by the words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “would,” “project,” “plan,” “expect,” and similar expressions that convey uncertainty of future events or outcomes.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in and
incorporated by reference under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks,
nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of
these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur.
We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.
You should read this prospectus, the documents incorporated by reference into this prospectus and the documents that we reference in this
prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part, with the understanding that our actual future results, levels of activity, performance and events and circumstances may be
materially different from what we expect.
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USE OF PROCEEDS
We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless otherwise
provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities under this prospectus for general corporate purposes, which may include funding research and development of our product candidates,
expanding our manufacturing capabilities, increasing our working capital, acquisitions or investments in businesses, products or technologies that are complementary to our own and capital expenditures. We will set forth in the prospectus supplement
our intended use for the net proceeds received from the sale of any securities. Pending the use of the net proceeds, we intend to invest the net proceeds in short-term or long-term, investment-grade, interest-bearing securities.
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DESCRIPTION OF CAPITAL STOCK
General
Our authorized capital stock
consists of 130,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share. As of September 30, 2017, there were 50,560,320 shares of our common stock outstanding, as well
as 34,401 shares of preferred stock outstanding (consisting of Series A, B, C, D and E Convertible Preferred Stock) convertible into 7,248,601 shares of common stock. As of September 30, 2017 there were also 12,500 shares authorized, issued and
outstanding of Class UA preferred stock, no par value per share. As of September 30, 2017 there were warrants outstanding to purchase 841,449 shares of our common stock.
Common Stock
Dividend rights
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock
are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.
Voting rights
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not
provided for cumulative voting for the election of directors in our certificate of incorporation, as amended. Accordingly, holders of a majority of the shares of our common stock are able to elect all of our directors. Our certificate of
incorporation establishes a classified board of directors, divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the
remainder of their respective three-year terms.
No preemptive or similar rights
Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.
Right to receive liquidation distributions
Upon our liquidation, dissolution or
winding-up,
the assets legally available for distribution to our
stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of
and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Preferred Stock
As of September 30, 2017, other than as described below, no shares of our preferred stock had been issued. Shares of preferred stock may
be issued in one or more series from time to time by our board of directors, and the board of directors is expressly authorized to fix by resolution or resolutions the designations, powers, preferences and rights of the shares of each series and any
of their qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors is also able to increase or decrease the number of shares of any series of preferred stock, but not below
the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may be able to authorize the issuance of preferred stock with voting or conversion rights that could adversely
affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the
effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no
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current plan to issue any shares of preferred stock. Subject to the determination of our board of directors, any shares of our preferred stock that may be issued in the future would generally
have preferences over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation, dissolution or winding up.
Below are summaries of the terms associated with each class or series of our preferred stock. Please refer to the relevant certificate of
designation or to our certificate of incorporation, as amended, for a full description of the rights and privileges attached to our preferred stock.
Convertible Preferred Stock (Series A, B, C, D and E)
As of September 30, 2017, the Company had issued and outstanding, the following shares of each Series of convertible preferred stock
(together and each individually, the “Series”):
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2,500 shares of Series A Convertible Preferred Stock, convertible into 416,673 shares of common stock, subject to the limitations described below;
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5,333 shares of Series B Convertible Preferred Stock, convertible into 888,851 shares of common stock, subject to the limitations described below;
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7,500 shares of Series C Convertible Preferred Stock, convertible into 1,250,022 shares of common stock, subject to the limitations described below;
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17,250 shares of Series D Convertible Preferred Stock, convertible into 2,875,055 shares of common stock, subject to the limitations described below; and
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1,818 shares of Series E Convertible Preferred Stock, convertible into 1,818,000 shares of common stock, subject to the limitations described below.
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Conversion
. Holder is prohibited from converting shares of any Series of Convertible Preferred Stock into shares of our common stock if,
as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% (for Series A and B), 9.99% (for Series C) or 19.99% (for Series D and E) of the shares of our common stock then issued and outstanding; which
percentage may change at the holders’ election to a number less than or equal to 19.99% upon agreed-upon notice to the Company. Subject to the foregoing:
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each share of Series E Convertible Preferred Stock is convertible into 1,000 shares of our common stock at any time at the holder’s option.
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each share of Series A, B, C and D Convertible Preferred Stock is convertible into 166.67 shares of our common stock at any time at the holder’s option.
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Voting
. Shares of Series A, B, C, D and E Convertible Preferred Stock generally have no voting rights, except as required by law and
except that the consent of holders of a majority of the outstanding convertible preferred stock for each Series is required to amend the terms of that Series.
Dividends
. Shares of Series A, B, C, D and E Convertible Preferred Stock will not be entitled to receive any dividends, unless and
until specifically declared by the Company’s board of directors, and will rank:
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senior to all common stock;
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senior to any class or series of capital stock created specifically ranking by its terms junior to the Series A, B, C, D and E Convertible Preferred Stock;
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on parity with and any class or series of capital stock created specifically ranking by its terms on parity with such Series (and such that shares of each Series shall rank on parity with each other Series of A, B, C, D
and E); and
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junior to the Company’s Class UA Preferred Stock and any class or series of capital stock created specifically ranking by its terms senior to the Series.
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Liquidation Preference
. In the event of our liquidation, dissolution or winding up, holders of each Series will receive a payment equal
to $0.0001 per share of Series A, B, C, D and E Convertible Preferred Stock before any proceeds are distributed to the holders of common stock, but after any proceeds are distributed to the holder of the our Class UA Preferred Stock, and on
parity with any distributions to the other holders of the Company’s Series A, B, C, D and E Convertible Preferred Stock
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Class UA Preferred Stock
Our certificate of incorporation provides for a separate class of preferred stock, the Class UA preferred stock. As of September 30,
2017, 12,500 shares of Class UA preferred stock are issued and outstanding and are held by the University of Alberta.
Conversion
. The Class UA preferred stock is not convertible into shares of any other class of our capital stock.
Voting
. Shares of Class UA preferred stock generally have no voting rights, except as required by law and except that the consent
of holders of a majority of the outstanding Class UA preferred stock is required to amend the terms of that Series.
Dividends
. The holders of the shares of Class UA preferred stock are not entitled to receive dividends.
Liquidation Preference
. In the event of our liquidation, dissolution or winding up, the holders of the Class UA preferred stock
are entitled to receive, before any proceeds are distributed to the holders of common stock or Series A, B, C, D or E Convertible Preferred Stock, an amount equal to the lesser of (a) 20% of the after tax profits, which we refer to as net
profits, determined in accordance with generally accepted accounting principles, where relevant, consistently applied, for the period commencing at the end of our last completed fiscal year and ending on the date of the distribution of our assets to
stockholders together with 20% of our net profits for the last completed fiscal year and (b) Cdn.$100 per share.
Redemption
.
We may, at our option and subject to the requirements of applicable law, redeem at any time the whole or from time to time any part of the then-outstanding shares of Class UA preferred stock for Cdn.$100 per share.
Registration Rights
In May 2017, we
filed a registration statement under the Securities Act to register the registrable securities of holders of certain outstanding shares of our common stock, pursuant to the terms of an amended and restated investors’ rights agreement between us
and the holders of those shares. The registration rights will terminate upon (i) a holder’s sale pursuant to the registration statement on Form
S-3
or Rule 144 under the Securities Act, or
(ii) the date a holder’s registrable shares are eligible for sale without restriction under Rule 144. Subject to our continuing use of reasonable best efforts to keep such registration statement continuously effective for so long as
registrable securities remain outstanding, we have now discharged our obligations under the agreement.
Anti-Takeover Provisions
The provisions of Delaware law, our certificate of incorporation, and our bylaws could have the effect of delaying, deferring or discouraging
another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to
negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us
because negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, regulating corporate takeovers. In
general, DGCL Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date on which the person became an interested stockholder
unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the
outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66.67% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a business combination includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in
a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a
corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that DGCL Section 203 may
also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Certificate of Incorporation and Bylaws Provisions
Our certificate of incorporation, as amended (the “certificate of incorporation”) and our bylaws (the “bylaws”) include a
number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:
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Board of directors vacancies.
Our certificate of incorporation and bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors
constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then
gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
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Classified board.
Our certificate of incorporation and bylaws provide that our board of directors will be classified into three classes of directors, each with staggered three-year terms. A third party may be
discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.
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Stockholder action; special meetings of stockholders.
Our certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings
of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Further, our bylaws
and certificate of incorporation provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our Chief Executive Officer or our President (in the absence of a
Chief Executive Officer), thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital
stock to take any action, including the removal of directors.
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Advance notice requirements for stockholder proposals and director nominations.
Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or
to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from
bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a
potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
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No cumulative voting.
The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of
incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting.
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Directors removed only for cause.
Our certificate of incorporation and bylaws provide that stockholders may remove directors only for cause.
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Amendment of charter or bylaw provisions.
Except as otherwise set forth in our certificate of incorporation and bylaws, any amendment of the above provisions in our certificate of incorporation or our bylaws
would require approval by holders of at least
two-thirds
of our outstanding common stock. These provisions may have the effect of deterring hostile takeovers or delaying changes in control of us or our
management.
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Issuance of undesignated preferred stock.
Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with rights and
preferences, including voting rights, designated from time to time by our board of directors. As of September 30, 3017, 46,901 shares of preferred stock have been issued. The existence of authorized but unissued shares of preferred stock would
enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
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Exchange Listing
Our common stock is
listed on the Nasdaq Global Market under the symbol “CASC.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services Inc., 250 Royall Street Canton, Massachusetts 02021,
and its telephone number is (800)
962-4284.
11
DESCRIPTION OF DEBT SECURITIES
General
We will issue the debt securities
offered by this prospectus and any accompanying prospectus supplement under an indenture to be entered into between us and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will include those stated in
the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the form of indenture as an exhibit to the registration statement in which this
prospectus is included. The indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939.
We may offer under
this prospectus up to an aggregate principal amount of $250,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for
an aggregate public offering price of up to $250,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations and will rank equally with all of our other unsecured
indebtedness.
We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a
discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities
being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include:
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the title of the series;
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the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding;
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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any limit on the aggregate principal amount;
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the date or dates on which principal is payable;
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the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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the place or places where principal and, if applicable, premium and interest, is payable;
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number;
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whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below);
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
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the currency of denomination;
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the
exchange rate with respect to such payments will be determined;
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or
financial index, then the manner in which such amounts will be determined;
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the provisions, if any, relating to any collateral provided for such debt securities;
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any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture;
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any events of default, if not otherwise described below under “Events of Default”;
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the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness.
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We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration
of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will
describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement.
We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we
will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our
outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior
indebtedness.
Registrar and Paying Agent
The debt securities may be presented for registration of transfer or for exchange at the corporate trust office of the security registrar or at
any other office or agency that we maintain for those purposes. In addition, the debt securities may be presented for payment of principal, interest and any premium at the office of the paying agent or at any office or agency that we maintain for
those purposes.
Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for shares of our common stock. The terms and conditions of conversion or exchange will
be stated in the applicable prospectus supplement. The terms will include, among others, the following:
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the conversion or exchange price;
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the conversion or exchange period;
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provisions regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange;
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events requiring adjustment to the conversion or exchange price;
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provisions affecting conversion or exchange in the event of our redemption of the debt securities; and
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any anti-dilution provisions, if applicable.
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Registered Global Securities
If we decide to issue debt securities in the form of one or more global securities, then we will register the global securities in the name of
the depositary for the global securities or the nominee of the depositary, and the global securities will be delivered by the trustee to the depositary for credit to the accounts of the holders of beneficial interests in the debt securities.
The prospectus supplement will describe the specific terms of the depositary arrangement for debt securities of a series that are issued in
global form. None of us, the trustee, any payment agent or the security registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global debt
security or for maintaining, supervising or reviewing any records relating to these beneficial ownership interests.
No Protection in the Event of
Change of Control
The indenture does not have any covenants or other provisions providing for a put or increased interest or otherwise
that would afford holders of our debt securities additional protection in the event of a recapitalization transaction, a change of control or a highly leveraged transaction. If we offer any covenants or provisions of this type with respect to any
debt securities covered by this prospectus, we will describe them in the applicable prospectus supplement.
Covenants
Unless otherwise indicated in this prospectus or the applicable prospectus supplement, our debt securities will not have the benefit of any
covenants that limit or restrict our business or operations, the pledging of our assets or the incurrence by us of indebtedness. We will describe in the applicable prospectus supplement any material covenants in respect of a series of debt
securities.
Merger, Consolidation or Sale of Assets
The form of indenture provides that we will not consolidate with or merge into any other person or convey, transfer, sell or lease our
properties and assets substantially as an entirety to any person, unless:
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we are the surviving person of such merger or consolidation, or if we are not the surviving person, the person formed by the consolidation or into or with which we are merged or the person to which our properties and
assets are conveyed, transferred, sold or leased, is a corporation organized and existing under the laws of the U.S., any state or the District of Columbia or a corporation or comparable legal entity organized under the laws of a foreign
jurisdiction and has expressly assumed all of our obligations, including the payment of the principal of and, premium, if any, and interest on the debt securities and the performance of the other covenants under the indenture; and
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immediately before and immediately after giving effect to the transaction on a pro forma basis, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, has
occurred and is continuing under the indenture.
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Events of Default
Unless otherwise specified in the applicable prospectus supplement, the following events will be events of default under the indenture with
respect to debt securities of any series:
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we fail to pay any principal or premium, if any, when it becomes due;
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we fail to pay any interest within 30 days after it becomes due;
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we fail to observe or perform any other covenant in the debt securities or the indenture for 60 days after written notice specifying the failure from the trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding debt securities of that series; and
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certain events involving bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.
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The trustee may withhold notice to the holders of the debt securities of any series of any
default, except in payment of principal of or premium, if any, or interest on the debt securities of a series, if the trustee considers it to be in the best interest of the holders of the debt securities of that series to do so.
If an event of default (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization) occurs, and
is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of any series may accelerate the maturity of the debt securities. If this happens, the entire principal amount, plus
the premium, if any, of all the outstanding debt securities of the affected series plus accrued interest to the date of acceleration will be immediately due and payable. At any time after the acceleration, but before a judgment or decree based on
such acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding debt securities of such series may rescind and annul such acceleration if:
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all events of default (other than nonpayment of accelerated principal, premium or interest) have been cured or waived;
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all lawful interest on overdue interest and overdue principal has been paid; and
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the rescission would not conflict with any judgment or decree.
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In addition, if the
acceleration occurs at any time when we have outstanding indebtedness that is senior to the debt securities, the payment of the principal amount of outstanding debt securities may be subordinated in right of payment to the prior payment of any
amounts due under the senior indebtedness, in which case the holders of debt securities will be entitled to payment under the terms prescribed in the instruments evidencing the senior indebtedness and the indenture.
If an event of default resulting from certain events of bankruptcy, insolvency or reorganization occurs, the principal, premium and interest
amount with respect to all of the debt securities of any series will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the debt securities of that series.
The holders of a majority in principal amount of the outstanding debt securities of a series will have the right to waive any existing default
or compliance with any provision of the indenture or the debt securities of that series and to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to certain limitations specified in the
indenture.
No holder of any debt security of a series will have any right to institute any proceeding with respect to the indenture or
for any remedy under the indenture, unless:
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the holder gives to the trustee written notice of a continuing event of default;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the affected series make a written request and offer reasonable indemnity to the trustee to institute a proceeding as
trustee;
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the trustee fails to institute a proceeding within 60 days after such request; and
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the holders of a majority in aggregate principal amount of the outstanding debt securities of the affected series do not give the trustee a direction inconsistent with such request during such
60-day
period.
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These limitations do not, however, apply to a suit instituted for payment
on debt securities of any series on or after the due dates expressed in the debt securities.
We will periodically deliver certificates to
the trustee regarding our compliance with our obligations under the indenture.
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Modification and Waiver
From time to time, we and the trustee may, without the consent of holders of the debt securities of one or more series, amend the indenture or
the debt securities of one or more series, or supplement the indenture, for certain specified purposes, including:
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to provide that the surviving entity following a change of control permitted under the indenture will assume all of our obligations under the indenture and debt securities;
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to provide for certificated debt securities in addition to uncertificated debt securities;
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to comply with any requirements of the SEC under the Trust Indenture Act of 1939;
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;
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to cure any ambiguity, defect or inconsistency, or make any other change that does not materially and adversely affect the rights of any holder; and
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to appoint a successor trustee under the indenture with respect to one or more series.
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From
time to time we and the trustee may, with the consent of holders of at least a majority in principal amount of an outstanding series of debt securities, amend or supplement the indenture or the debt securities series, or waive compliance in a
particular instance by us with any provision of the indenture or the debt securities. We may not, however, without the consent of each holder affected by such action, modify or supplement the indenture or the debt securities or waive compliance with
any provision of the indenture or the debt securities in order to:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement, or waiver to the indenture or such debt security;
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reduce the rate of or change the time for payment of interest or reduce the amount of or postpone the date for payment of sinking fund or analogous obligations;
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reduce the principal of or change the stated maturity of the debt securities;
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make any debt security payable in money other than that stated in the debt security;
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change the amount or time of any payment required or reduce the premium payable upon any redemption, or change the time before which no such redemption may be made;
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waive a default in the payment of the principal of, premium, if any, or interest on the debt securities or a redemption payment;
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waive a redemption payment with respect to any debt securities or change any provision with respect to redemption of debt securities; or
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take any other action otherwise prohibited by the indenture to be taken without the consent of each holder affected by the action.
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Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
The indenture permits us, at any time, to elect to discharge our obligations with respect to one or more series of debt securities by following
certain procedures described in the indenture. These procedures will allow us either:
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to defease and be discharged from any and all of our obligations with respect to any debt securities except for the following obligations (which discharge is referred to as “legal defeasance”):
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1. to register the transfer or exchange of such debt securities;
2. to replace temporary or mutilated, destroyed, lost or stolen debt securities;
3. to compensate and indemnify the trustee; or
4. to maintain an office or agency in respect of the debt securities and to hold monies for payment in trust; or
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to be released from our obligations with respect to the debt securities under certain covenants contained in the indenture, as well as any additional covenants which may be contained in the applicable supplemental
indenture (which release is referred to as “covenant defeasance”).
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In order to exercise either defeasance option,
we must irrevocably deposit with the trustee or other qualifying trustee, in trust for that purpose:
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U.S. Government Obligations (as described below) or Foreign Government Obligations (as described below) that through the scheduled payment of principal and interest in accordance with their terms will provide money; or
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a combination of money and/or U.S. Government Obligations and/or Foreign Government Obligations sufficient in the written opinion of a nationally-recognized firm of independent accountants to provide money;
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that, in each case specified above, provides a sufficient amount to pay the principal of, premium, if any, and interest, if any, on the
debt securities of the series, on the scheduled due dates or on a selected date of redemption in accordance with the terms of the indenture.
In addition, defeasance may be effected only if, among other things:
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in the case of either legal or covenant defeasance, we deliver to the trustee an opinion of counsel, as specified in the indenture, stating that as a result of the defeasance neither the trust nor the trustee will be
required to register as an investment company under the Investment Company Act of 1940;
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in the case of legal defeasance, we deliver to the trustee an opinion of counsel stating that we have received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, or there has
been a change in any applicable federal income tax law with the effect that (and the opinion shall confirm that), the holders of outstanding debt securities will not recognize income, gain or loss for U.S. federal income tax purposes solely as a
result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if legal defeasance had not occurred;
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in the case of covenant defeasance, we deliver to the trustee an opinion of counsel to the effect that the holders of the outstanding debt securities will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance had not occurred; and
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certain other conditions described in the indenture are satisfied.
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If we fail to comply with
our remaining obligations under the indenture and applicable supplemental indenture after a covenant defeasance of the indenture and applicable supplemental indenture, and the debt securities are declared due and payable because of the occurrence of
any undefeased event of default, the amount of money and/or U.S. Government Obligations and/or Foreign Government Obligations on deposit with the trustee could be insufficient to pay amounts due under the debt securities of the affected series at
the time of acceleration. We will, however, remain liable in respect of these payments.
The term “U.S. Government Obligations”
as used in the above discussion means securities that are direct obligations of or
non-callable
obligations guaranteed by the United States of America for the payment of which obligation or guarantee the full
faith and credit of the United States of America is pledged.
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The term “Foreign Government Obligations” as used in the above discussion means, with
respect to debt securities of any series that are denominated in a currency other than U.S. dollars, (1) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith
and credit is pledged or (2) obligations of a person controlled or supervised by or acting as an agent or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by that
government, which in either case under clauses (1) or (2), are not callable or redeemable at the option of the issuer.
Regarding the Trustee
We will identify the trustee with respect to any series of debt securities in the prospectus supplement relating to the applicable
debt securities. You should note that if the trustee becomes a creditor of ours, the indenture and the Trust Indenture Act of 1939 limit the rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates. If, however, the trustee acquires any
“conflicting interest” within the meaning of the Trust Indenture Act of 1939, it must eliminate such conflict or resign.
The
holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and
is continuing, the trustee, in the exercise of its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or her own affairs. Subject to that provision, the trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request of any of the holders of the debt securities, unless they have offered to the trustee reasonable indemnity or security.
No Individual Liability of Incorporators, Stockholders, Officers or Directors
Each indenture provides that no incorporator and no past, present or future stockholder, officer or director of our company or any successor
corporation in those capacities will have any individual liability for any of our obligations, covenants or agreements under the debt securities or such indenture.
Governing Law
The indentures and the
debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
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DESCRIPTION OF WARRANTS
General
We may issue warrants for the
purchase of our debt securities, preferred stock, common stock, or any combination thereof. Warrants may be issued independently or together with our debt securities, preferred stock or common stock and may be attached to or separate from any
offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the
warrants. The warrant agent will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of certain provisions of the warrants is not complete. For the terms of a particular
series of warrants, you should refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.
Debt Warrants
The prospectus supplement
relating to a particular issue of warrants to purchase debt securities will describe the terms of the debt warrants, including the following:
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the title of the debt warrants;
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the offering price for the debt warrants, if any;
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the aggregate number of the debt warrants;
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the designation and terms of the debt securities, including any conversion rights, purchasable upon exercise of the debt warrants;
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if applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;
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the dates on which the right to exercise the debt warrants will commence and expire;
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if applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time;
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whether the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered or bearer form;
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information with respect to book-entry procedures, if any;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material U.S. federal income tax considerations;
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the antidilution provisions of the debt warrants, if any;
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the redemption or call provisions, if any, applicable to the debt warrants;
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any provisions with respect to the holder’s right to require us to repurchase the debt warrants upon a change in control or similar event; and
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any additional terms of the debt warrants, including procedures and limitations relating to the exchange, exercise, and settlement of the debt warrants.
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Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Prior to the exercise of their debt warrants, holders of debt warrants will not have any of the rights of holders of the debt securities
purchasable upon exercise and will not be entitled to payment of principal or any premium, if any, or interest on the debt securities purchasable upon exercise.
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Equity Warrants
The prospectus supplement relating to a particular series of warrants to purchase our common stock or preferred stock will describe the terms
of the warrants, including the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of warrants;
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the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security;
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if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
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the dates on which the right to exercise the warrants shall commence and expire;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material U.S. federal income tax considerations;
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the antidilution provisions of the warrants, if any;
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•
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the redemption or call provisions, if any, applicable to the warrants;
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any provisions with respect to a holder’s right to require us to repurchase the warrants upon a change in control or similar event; and
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any additional terms of the warrants, including procedures and limitations relating to the exchange, exercise and settlement of the warrants.
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Holders of equity warrants will not be entitled:
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to vote, consent, or receive dividends;
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receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or
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exercise any rights as stockholders.
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DESCRIPTION OF UNITS
We may issue units consisting of some or all of the securities described above, in any combination, including common stock, preferred stock,
warrants and/or debt securities. The terms of these units will be set forth in a prospectus supplement. The description of the terms of these units in the related prospectus supplement will not be complete. You should refer to the applicable form of
unit and unit agreement for complete information with respect to these units.
20
PLAN OF DISTRIBUTION
We may sell securities:
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directly to purchasers; or
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through a combination of any of these methods or any other method permitted by law.
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In
addition, we may issue the securities as a dividend or distribution to our existing security holders.
We may directly solicit offers to
purchase securities, or agents may be designated to solicit such offers. In the prospectus supplement relating to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that
we must pay to any such agent. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection
with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
The
distribution of the securities may be effected from time to time in one or more transactions:
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each prospectus supplement will describe the method of distribution of
the securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular series will
describe the terms of the offering of the securities, including the following:
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•
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the name of the agent or any underwriters;
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the public offering or purchase price;
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any discounts and commissions to be allowed or paid to the agent or underwriters;
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all other items constituting underwriting compensation;
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any discounts and commissions to be allowed or paid to dealers; and
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any exchanges on which the securities will be listed.
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If any underwriters or agents are used
in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement, sales agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus
supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them.
In
connection with the offering of securities, we may grant to the underwriters an option to purchase additional securities with an additional underwriting commission, as may be set forth in the accompanying prospectus supplement. If we grant any such
option, the terms of such option will be set forth in the prospectus supplement for such securities.
If a dealer is used in the sale of
the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer, who may be deemed to be an “underwriter” as that term is defined in the Securities Act, may then resell
such securities to the public at varying prices to be determined by such dealer at the time of resale.
21
Agents, underwriters, dealers and other persons may be entitled under agreements which they may
enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit
offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the
aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any
conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons
acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.
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Offered securities may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of
its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with their remarketing of offered securities.
Certain agents, underwriters and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with, engage
in other transactions with, or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in
any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels.
Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may engage in at
the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus
22
supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this
prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short
using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
Under
Rule 15c6-1
of the Exchange Act, trades in the secondary market generally are required
to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the
original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the
original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative
settlement arrangements to prevent a failed settlement.
The securities may be new issues of securities and may have no established
trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
The specific terms of any
lock-up
provisions in respect of any given offering will be described in the
applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in
the ordinary course of business for which they receive compensation.
The anticipated date of delivery of offered securities will be set
forth in the applicable prospectus supplement relating to each offer.
23
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon for us by Fenwick & West LLP, Seattle, Washington.
Any underwriters will also be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the applicable prospectus supplement.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our
Annual Report on Form
10-K
for the year ended December 31, 2016, and the effectiveness of our internal control over financial reporting as of December 31, 2016, as set forth in their reports, which
are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form
S-3
under the Securities Act with respect
to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, the exhibits filed therewith or the documents incorporated by
reference therein. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this
prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as
an exhibit to the registration statement. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549,
and copies of all or any part of the registration statement may be obtained from that office. Please call the SEC at
1-800-SEC-0330
for further information about the public reference room. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.
We are subject to the information and reporting requirements of the Exchange Act, and, in accordance with this law, file periodic reports and
other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at
www.cascadianrx.com. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the
inclusion of our website address in this prospectus is an inactive textual reference only. You may also inspect these documents at our corporate headquarters at 3101 Western Avenue, Suite 600, Seattle, Washington 98121, during normal
business hours.
24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important
information to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information
already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC (Commission File
No. 001-33882),
and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all filings made after the date of the filing of this registration statement and prior to the effectiveness of this registration statement, except as to any
portion of any future report or document that is not deemed filed under such provisions, after the date of this prospectus and prior to the termination of this offering:
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2016, filed with the SEC on March 9, 2017;
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•
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the information specifically incorporated by reference into our Annual Report on
Form 10-K
for the year ended December 31, 2016 from our definitive proxy statement on
Schedule 14A, which was filed with the SEC on April 26, 2017;
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our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed with the SEC on May 9, 2017,
August 8, 2017 and November 8, 2017, respectively;
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our Current Reports on
Form 8-K
filed with the SEC on January 23, 2017, January 24, 2017, January 27, 2017, February 3, 2017, March 13, 2017,
June 9, 2017 and December 7, 2017 (in each case, except for information contained therein which is furnished rather than filed); and
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the description of capital stock included in our registration statement on Form
8-A,
filed with the SEC on December 10, 2007, and any amendments or reports filed for the
purpose of updating such description.
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Upon request, we will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered, a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this prospectus, at no cost, by writing or telephoning us at 3101 Western Avenue, Suite 600, Seattle, Washington 98121; (206)
801-2100.
You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on our website at www.cascadianrx.com.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus
supplement.
This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this
registration statement. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the
information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
25
Part II
Information Not Required in the Prospectus
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by Cascadian Therapeutics, Inc., or the Registrant, in connection with the issuance and distribution of the
securities being registered (other than underwriting discounts and commissions, if any) are set forth below. Each item listed is estimated, except for the Securities and Exchange Commission, or SEC, registration fee and the FINRA filing fee.
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Securities and Exchange Commission registration fee
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$
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31,125
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FINRA filing fee
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Printing fees and expenses
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*
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Transfer agent and trustee fees
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*
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Miscellaneous
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*
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Total
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*
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*
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To be provided by amendment or as an exhibit to a filing with the SEC under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended.
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Item 15. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law (the DGCL), the Registrant’s certificate of incorporation eliminates the liability of
directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise required by the DGCL.
The certificate of incorporation further provides that the Registrant will indemnify any person who is or was made a party to any proceeding
by reason of the fact that such person is or was a director or officer of the Registrant to the fullest extent authorized by the DGCL. The Registrant’s bylaws provide for a similar indemnity to directors and officers of the Registrant to the
fullest extent authorized by the DGCL.
The Registrant’s bylaws authorize the Registrant’s board of directors to enter into
indemnification contracts with each of its officers and directors that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the DGCL. The Registrant has entered into indemnification contracts with each of
its directors and executive officers. The indemnification contracts provide for the indemnification of directors and officers against all expenses, liability, and loss actually reasonably incurred to the fullest extent permitted by the
Registrant’s certificate of incorporation, bylaws, and applicable law.
The Registrant’s bylaws also authorize the Registrant to
maintain insurance to protect any director or officer against any expense, liability, or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability, or loss under the DGCL. The Registrant
maintains such insurance.
II-1
Item 16. Exhibits
A list of exhibits filed with this registration statement on
Form S-3
is set forth below.
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Exhibit
Number
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Exhibit Title
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1.1*
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Form of Underwriting Agreement
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3.1
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Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit
3.1 of the Registrant’s Registration Statement on Form
S-4/A
filed September 27, 2007
(No. 333-145995)
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3.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit
3.1 of the Registrant’s Form
8-K
filed June 10, 2014
(No. 001-33882)
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3.3
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit
3.1 of the Registrant’s Form
8-K
filed June 9, 2016
(No. 001-33882)
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3.4
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit
3.1 of the Registrant’s Form
8-K
filed November 23, 2016
(No. 001-33882)
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3.5
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit
3.1 of the Registrant’s Form
8-K
filed June 9, 2017
(No. 001-33882)
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3.6
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Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
of the Registrant’s Form
8-K
filed September 23, 2014
(No. 001-33882)
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3.7
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Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
of the Registrant’s Form
8-K
filed February 11, 2015
(No. 001-33882)
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3.8
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Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
of the Registrant’s Form
8-K
filed May 14, 2015
(No. 001-33882)
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3.9
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Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
of the Registrant’s Form
8-K
filed June 28, 2016
(No. 001-33882)
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3.10
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Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
of the Registrant’s Form
8-K
filed January 27, 2017
(No. 001-33882)
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3.11
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Bylaws, incorporated by reference to Exhibit
3.1 of the Registrant’s Quarterly Report on Form
10-Q
filed August 14, 2009
(No. 001-33882)
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4.1
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Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form
S-4/A
filed September 27, 2007 (No.
333-145995)
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4.2
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Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Form
8-K
filed January 24, 2017
(No. 001-33882)
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4.3
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Form of Series A Convertible Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K
filed September 23, 2014
(No. 001-33882)
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II-2
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4.4
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Form of Series B Convertible Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K
filed February 11, 2015
(No. 001-33882)
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4.5
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Form of Series C Convertible Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K
filed May 14, 2015
(No. 001-33882)
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4.6
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Form of Series D Convertible Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K
filed June 28, 2016
(No. 001-33882)
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4.7
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Form of Series E Convertible Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K
filed January 27, 2017
(No. 001-33882)
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4.8
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Form of Warrant to Purchase Common Stock issued by the Registrant to the Lenders pursuant to the terms of the Loan and Security Agreement, incorporated
by reference to Exhibit 10.3 of the Registrant’s Form
8-K
filed February 9, 2011
(No. 001-33882)
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4.9
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Form of Warrant issued by the Registrant to BVF Partners L.P. and certain of its affiliates, incorporated by reference to Exhibit
4.1 of the Registrant’s Form
8-K
filed May 30, 2013
(No. 001-33882)
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4.10
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Form of debt security
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4.11
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Form of indenture
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4.12*
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Form of warrant
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4.13*
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Form of warrant agreement
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4.14*
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Form of preferred stock certificate
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4.15*
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Form of unit
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4.16*
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Form of unit agreement
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5.1
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Opinion of Fenwick & West LLP
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12.1
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Statement of Computation of Ratio of Earnings to Fixed Charges
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Fenwick & West LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page hereto)
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25.1**
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Form T-1
Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939
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25.2**
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Form T-1
Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939
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*
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To be filed, if necessary, by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
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**
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To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 and
Rule 5b-3
thereunder.
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II-3
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(l)(ii) and (a)(1)(iii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering;
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
II-4
(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser;
(6) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue; and
(8) To file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act of
1939.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on
Form S-3
and has duly caused this registration statement on
Form S-3
to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of Washington, on December 29, 2017.
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CASCADIAN THERAPEUTICS, INC.
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By:
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/s/ Scott D. Myers
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Scott D. Myers
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President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Scott D. Myers and Julia M. Eastland, and each of them, as his true and lawful
attorneys-in-fact,
proxies and agents, each with full power of substitution,
for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact,
proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact,
proxies and agents, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Scott D. Myers
Scott D. Myers
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President, Chief Executive
Officer and Director (Principal
Executive Officer)
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December 29, 2017
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/s/ Julia M. Eastland
Julia M. Eastland
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Chief Financial Officer, Chief
Business Officer and Secretary
(Principal Financial and
Accounting
Officer)
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December 29, 2017
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/s/ Christopher S. Henney, Ph.D.
Christopher S. Henney, Ph.D.
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Chairman and Director
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December 29, 2017
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/s/ Robert W. Azelby
Robert W. Azelby
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Director
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December 29, 2017
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/s/ Gwen A. Fyfe, M.D.
Gwen A. Fyfe, M.D.
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Director
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December 29, 2017
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/s/ Steven P. James
Steven P. James
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Director
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December 29, 2017
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II-6
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/s/ Ted W. Love, M.D.
Ted W. Love, M.D.
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Director
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December 29, 2017
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/s/ Daniel K. Spiegelman
Daniel K. Spiegelman
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Director
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December 29, 2017
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II-7
Cascadian Therapeutics, Inc. (NASDAQ:CASC)
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Cascadian Therapeutics, Inc. (NASDAQ:CASC)
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