UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 301, 2018

CASCADIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33882	26-0868560
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3101 Western Avenue, Suite 600

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01.~~405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~January 30,~~growth ~~2018,~~company ☐ Cascadian Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seattle Genetics, Inc., a Delaware corporation (“Parent”), and Valley Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

~~Pursuant~~If toan ~~the~~emerging ~~Merger~~growth ~~Agreement~~company, ~~and~~indicate ~~upon~~by ~~the~~check ~~terms~~mark ~~and~~if ~~subject to~~ the ~~conditions~~registrant ~~thereof,~~has ~~Merger~~elected ~~Sub~~not ~~will commence a tender offer (the “Offer”)~~ to ~~acquire~~use ~~all of~~ the ~~issued~~extended ~~and~~transition ~~outstanding~~period ~~shares~~for ofcomplying with ~~common~~any ~~stock,~~new ~~par~~or ~~value~~revised ~~$0.0001~~financial ~~per~~accounting ~~share,~~standards ofprovided ~~the~~pursuant ~~Company~~to Section 13(~~the “Shares”~~a) ~~at a purchase price~~ of ~~$10 per Share (~~the ~~“Offer~~Exchange ~~Price”), net to the seller in cash, without interest and subject to any required withholding taxes~~Act. ☐

~~The~~Item ~~Offer will expire at one minute after 11:59 p~~5.m02., ~~New~~Departure ~~York City~~of ~~time,~~Directors onor ~~the~~Certain ~~20th~~Officers; ~~business~~Election ~~day~~of ~~following~~Directors; ~~the~~Appointment ~~commencement date~~ of ~~the~~Certain ~~Offer,~~Officers; ~~unless~~Compensatory ~~extended~~Arrangements ~~in accordance with the terms~~ of ~~the~~Certain ~~Offer and the Merger Agreement~~Officers.

~~The~~On ~~obligation~~February 1, of2018, ~~Merger Sub to consummate~~ the ~~Offer~~Compensation isCommittee ~~subject~~of ~~to customary conditions set forth in~~ the ~~Merger~~Board ~~Agreement,~~of ~~including~~Directors (i) the ~~number of~~ ~~Shares~~“Committee”) ~~being validly tendered and not validly withdrawn prior to the expiration~~ of ~~the~~Cascadian ~~Offer~~Therapeutics, ~~constitute~~Inc., ~~at least~~ a ~~majority~~Delaware ofcorporation (the ~~then-outstanding~~“Company”), ~~Shares~~approved ~~on a fully diluted basis as of~~ the ~~expiration~~following ofin ~~the~~connection ~~Offer~~with ~~(excluding certain out-of-~~the~~-money~~ ~~options~~Company’s ~~and~~merger ~~warrants~~with ~~and~~Seattle ~~unvested~~Genetics, ~~restricted stock units and options~~Inc., asa ~~set~~Delaware ~~forth in the Merger Agreement~~corporation (“Parent”), ~~(ii)~~and ~~the expiration~~Valley orAcquisition ~~termination~~Sub, ofInc., ~~the~~a ~~applicable~~Delaware ~~waiting~~corporation ~~period~~and ~~under~~a ~~the~~wholly ~~Hart-Scott~~owned ~~Rodino~~subsidiary ~~Antitrust Improvements Act~~ of ~~1976,~~Parent ~~as amended~~ (the “~~HSR Act~~Merger”),: ~~and (iii) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).~~

~~Following~~Extended ~~the~~Non-Compete ~~consummation~~Restrictions of the Offer and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a subsidiary of Parent (the “Merger”). The Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), without a vote of stockholders of the Company. At the effective time of the Merger, each Share (other than Shares owned by Parent, Merger Sub, or any other direct or indirect wholly owned subsidiary of Parent, and Shares owned by the Company, or any direct or indirect wholly owned subsidiary of the Company, or by stockholders who have validly exercised their appraisal rights under Delaware law) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any required withholding taxes.

The ~~Merger~~Committee ~~Agreement~~approved ~~contains~~an ~~customary~~amendment ~~representations~~to ~~and~~the ~~warranties and~~Employee ~~covenants~~Invention byand ~~the~~Confidentiality ~~parties. Generally~~Agreement, ~~the~~effective ~~Company~~as ~~has~~of ~~agreed~~April 4, to2016, ~~operate~~by ~~its~~and ~~business~~between in the ~~ordinary course until the effective time of the Merger. The~~ Company ~~has also agreed not to solicit or initiate discussions with third parties regarding~~and ~~other~~Scott ~~proposals~~Myers, ~~relating~~our toPresident ~~alternative transactions~~ and ~~certain~~Chief ~~restrictions~~Executive ~~on its ability to respond to such proposals~~Officer, ~~subject~~ to ~~certain~~bind ~~limited~~Mr. Myers ~~exceptions~~ to ~~permit~~a ~~the~~two-year ~~Company’s~~covenant ~~board~~not ~~of directors (the “Board”)~~ to ~~comply~~ compete with ~~its fiduciary duties. Parent, Merger Sub and~~ the Company. ~~have~~Mr. Myers ~~agreed~~had tonot ~~use~~previously ~~reasonable~~been ~~best~~subject ~~efforts~~ to ~~obtain~~a ~~approval~~non-compete ~~under the HSR Act~~covenant. The ~~Merger~~amendment ~~Agreement~~to ~~contains~~Mr. Myers’ ~~certain~~Confidentiality ~~termination rights of Parent and the Company and provides that, upon the termination of the Merger~~ Agreement ~~under~~is ~~specified~~filed ~~circumstances,~~as ~~the~~Exhibit ~~Company~~10.1 ~~will be required to pay Parent a termination fee of $17,000,000~~hereto.

~~Parent~~The ~~has~~Committee ~~obtained~~also ~~debt~~approved ~~financing~~an ~~commitments~~amendment ~~from certain financial institutions~~ to ~~provide~~each ~~financing for the consummation~~ of the ~~transactions~~agreements ~~contemplated by~~listed ~~the~~below ~~Merger Agreement. The Merger Agreement requires Parent~~ to ~~use~~bind ~~its~~Julia ~~reasonable~~Eastland, ~~best~~our ~~efforts~~Chief toFinancial ~~obtain~~Officer, ~~the~~Scott ~~financing~~Peterson, onour ~~the~~Chief Scientific ~~terms~~Officer, and ~~conditions~~Gary ~~described~~Christianson, inour ~~the~~Chief ~~financing~~Operating ~~commitments~~Officer, ~~and~~each ~~the Company has agreed~~ to ~~provide~~a ~~customary~~two-year ~~and reasonable~~covenant ~~cooperation~~not to ~~assist~~compete ~~Parent in arranging financing; however, the obligations of Parent and Merger Sub in connection~~ with the ~~Offer and the Merger are not conditioned on the availability of financing~~Company.

~~The~~• ~~Board~~Employee ~~(upon the unanimous recommendation of a transaction committee of the Board) unanimously: (i) determined that the transactions contemplated by the Merger Agreement~~Confidentiality, ~~including~~Invention ~~the~~Assignment ~~Offer~~ and ~~the~~Non-Compete ~~Merger~~Agreements, oneffective ~~the~~as ~~terms~~of ~~and~~May ~~subject to the conditions set forth in the Merger Agreement~~17, ~~are fair to and in the best interests of the Company and its stockholders; (ii) approved the Merger Agreement and declared it advisable; (iii) approved the execution~~2016, ~~delivery and performance~~ by ~~the Company of the Merger Agreement~~ and ~~the~~between ~~consummation of~~ the transactions contemplated thereby, including the Offer and the Merger; (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (v) recommended that the stockholders of the Company ~~accept the Offer~~ and ~~tender~~Julia ~~their Shares to Merger Sub pursuant to the Offer.~~ Eastland

~~The~~• ~~foregoing~~Employee description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms and is not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Merger Agreement includes representationsConfidentiality, ~~warranties~~ ~~and~~Invention ~~covenants~~Assignment ~~of Company, Parent~~ and ~~Merger~~Non-Compete Sub made solely for the benefit of the parties to the Merger Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the CompanyAgreements, ~~Parent~~effective ~~and Merger Sub in connection with the negotiated terms. Moreover, certain representations and warranties in the Merger Agreement were made~~ as of aMay ~~specified date~~17, ~~may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders~~2016, orby ~~may~~and ~~have~~between ~~been used for~~ the ~~purposes of allocating risk among the~~ Company, ~~Parent~~ and ~~Merger~~Scott Sub rather than establishing matters as facts. Accordingly, the Merger Agreement and the forgoing description of the Merger Agreement are not intended to be, and should not be relied upon as, characterizations of the actual state of facts and circumstances of the Company, Parent or Merger Sub. Peterson

~~Item~~• ~~5.03.~~Employee ~~Amendments~~Confidentiality, toInvention ~~Articles~~Assignment and Non-Compete Agreements, effective as of ~~Incorporation~~May or17, ~~Bylaws;~~2016, ~~Change~~by inand ~~Fiscal~~between ~~Year~~the Company and Gary Christianson

~~On January~~Ms. 30Eastman, ~~2018,~~Dr. Peterson ~~the~~and ~~Board~~Mr. Christianson ~~unanimously~~had ~~determined~~previously ~~that~~been itsubject ~~was~~to inone-year ~~the~~covenants ~~best~~not ~~interests of the Company and its stockholders~~ to compete. ~~adopt,~~The ~~and~~form ~~did adopt, a bylaw~~ amendment ~~(the “Bylaw Amendment”), effective immediately, entitled “Exclusive Jurisdiction.” Pursuant~~ to ~~Section 115 of~~ the ~~DGCL,~~Employee ~~the Bylaw Amendment designates the Chancery Court of the State of Delaware (or~~Confidentiality, if ~~the~~Invention ~~Chancery~~Assignment ~~Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) as the sole~~ and ~~exclusive~~Non-Compete ~~forum,~~Agreements ~~unless the Company consents in writing to the selection of an alternative forum,~~ for ~~(i)~~Ms. ~~any derivative action or proceeding brought on behalf of the Company~~Eastland, ~~(ii)~~Dr. ~~any~~Peterson action asserting a claim of, or a claim based on, breach of a fiduciary duty owed by any director, officer or other employee or stockholder of the Company, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Company’s Amended and ~~Restated Certificate of Incorporation or Amended Bylaws or (iv)~~Mr. ~~any~~Christianson ~~action asserting a claim against the Company or any current or former director, officer, employee or stockholder governed by the internal affairs doctrine. A copy of the Bylaw Amendment~~ is ~~attached~~filed as Exhibit 310.12 ~~to this report and is incorporated herein by reference~~hereto.

~~Item~~Addition ~~8.01.~~of ~~Other~~Tax ~~Events~~Preparation Services

OnThe ~~January~~Committee approved an amendment to the Offer Letter of Employment, effective as of May 314, ~~2018~~ 2016, by and between the Company and ~~Parent~~Mr. Myers ~~issued~~(the “Scott Myers Employment Agreement”) to provide Mr. Myers with services from a ~~joint~~tax preparer ~~press~~of ~~release~~his ~~announcing~~choosing ~~that~~to ~~they~~help ~~had~~Mr. Myers ~~entered~~prepare ~~into~~his taxes for three years following the closing of the Merger. ~~Agreement~~The amendment only provides for such tax preparation services, and does not provide for any tax gross-up payments or any other tax-related entitlements. AThe ~~copy~~amendment ofto the ~~joint~~Scott ~~press~~Myers ~~release~~Employment Agreement is ~~attached~~filed ~~hereto~~ as Exhibit 9910.13 hereto.

~~***~~The Committee also approved similar amendments to the following executive officer employment agreements to provide such executive officers with three years of tax preparation services following the closing of the Merger:

~~Additional~~• ~~Information~~Executive ~~about~~Employment Agreement, effective as of May 17, 2016, by and between the ~~Transaction~~Company and Julia Eastland

~~The~~• ~~Offer~~Executive ~~described~~Employment ~~in this communication has not yet commenced~~Agreement, ~~and~~effective ~~this~~as ~~communication is neither an offer to purchase nor a solicitation~~ of anMay ~~offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer~~17, ~~a tender offer statement on Schedule TO~~2016, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by ~~Merger Sub~~ and ~~Parent,~~between ~~and~~ the ~~solicitation/recommendation~~ ~~statement will be filed with the SEC by the~~ Company. ~~Investors~~ and ~~security~~Scott holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834. Peterson

~~Forward-Looking~~• ~~Statements~~Executive Employment Agreement, effective as of May 17, 2016, by and between the Company and Gary Christianson

~~This~~These ~~Form~~amendments ~~8-K~~also ~~may~~only ~~contain,~~provide infor ~~addition~~tax topreparation ~~historical information~~services, ~~certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of the Company by Parent~~ and ~~its~~do ~~affiliates, including Merger Sub (the Offer, the Merger and other related transactions are collectively referred to as the “Transactions”). Often, but~~ not ~~always,~~provide forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “plans,” “expects,” “expected,” “will,” “intends,” “potential,” “project,” “possible,” “scheduled,” “estimates,” “intends,” “continue,” “ongoing,” “goal” and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to the Company’s business and the general economic environment, many of which are beyond the Company’s control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Company’s stockholders will tender their stock in the Offer; the possibility that various closing conditions for ~~the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of~~ any ~~event,~~tax ~~change~~gross-up orpayments ~~other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (~~or ~~the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert~~ ~~management’s~~any ~~attention from the Company’s ongoing business operations; and~~ other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8tax-K,related ~~quarterly~~entitlements. ~~reports~~The onform ~~Form~~amendment ~~10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9~~ to ~~be filed by~~ the ~~Company.~~executive ~~These risks, uncertainties and other factors could cause the Company~~officers’s ~~actual~~employment ~~results~~agreements tois ~~differ~~filed ~~materially from those projected in forward-looking statements. Although the Company believes that the forward-looking statements contained in this communication are reasonable~~ as ofExhibit ~~the date hereof, it can give no assurance that its expectations are correct~~10.4 ~~All forward-looking statements are expressly qualified in their entirety by this cautionary statement~~hereto. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.

~~Item~~Transaction-Related ~~9.01.~~Payments ~~Financial Statements and Exhibits~~

~~(d)~~The ~~Exhibits~~Committee approved one-time payments, contingent upon the execution of the two-year covenant not to compete with the Company, to Mr. Myers and Ms. Eastland to reward them for their extraordinary efforts and additional burdens associated with leading the Company to the signing of the Merger. Mr. Myers’ transaction bonus is in the amount of $3,920,000 and Ms. Eastland’s is the amount of $793,800. Ms. Eastland’s payment was pursuant to her employment agreement, which provides for a special one-time bonus in connection with a change in control transaction. The payments are subject to the closing of the Merger, and will be paid by the Company in a single lump sum within 30 days following the closing.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated January 30, 2018, by and among the Company, Seattle Genetics, Inc. and Valley Acquisition Sub, Inc.
3.1		Amendment to the Bylaws of Cascadian Therapeutics, Inc.
99.1		Joint Press Release, dated January 31, 2018.

The form transaction bonus agreement is filed as Exhibit 10.5 hereto.

~~EXHIBIT~~*** ~~INDEX~~

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated January 30, 2018, by and among the Company, Seattle Genetics, Inc. and Valley Acquisition Sub, Inc.
3.1		Amendment to the Bylaws of Cascadian Therapeutics, Inc.
99.1		Joint Press Release, dated January 31, 2018.

Additional Information about the Amendment to Employment Agreements and Confidentiality Agreements

~~SIGNATURES~~The summary of the amendments to employment agreements and confidentiality agreements are incomplete and are qualified in their entirety by the Exhibits.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Exhibits.

		Cascadian Therapeutics, Inc.
Date: January 31, 2018		By: /s/ Julia M. Eastland
		Name: Julia M. Eastland
		Title: Chief Financial Officer and Chief Business Officer

(d)

Exhibits.


Exhibit Number		Description of Exhibit

10.1		Amendment to Scott Myers Confidentiality Agreement

10.2		Form of Amendment to Employee Confidentiality, Invention Assignment and Non-Compete Agreements

10.3		Amendment to Scott Myers Employment Agreement

10.4		Form of Amendment to Executive Employment Agreements

10.5		Form of Transaction Bonus Agreement

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

10.1		Amendment to Scott Myers Confidentiality Agreement

10.2		Form of Amendment to Employee Confidentiality, Invention Assignment and Non-Compete Agreements

10.3		Amendment to Scott Myers Employment Agreement

10.4		Form of Amendment to Executive Employment Agreements

10.5		Form of Transaction Bonus Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cascadian Therapeutics, Inc.

Date: February 7, 2018

/s/ Julia M. Eastland

Julia M. Eastland

Chief Financial Officer and Chief Business Officer

Filing Compare · Cascadian Therapeutics, Inc.