0001264587 false 12/31 0001264587 2020-05-03 2020-05-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 410, 2020

Stemline Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35619

45-0522567

(State or other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

750 Lexington Avenue

Eleventh Floor

New York, New York 10022

(Address of principal executive offices, including Zip Code)

(646) 502-2311

(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 (see General Instruction A.2):

¨☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	STML	Nasdaq Capital Market
Common Stock, par value $0.01 per share	STML	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~INTRODUCTORY ~~1.01 Entry into a Material Definitive Agreement.~~NOTE

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2020, Stemline Therapeutics, Inc., a Delaware corporation (“Stemline”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berlin-Chemie AG, a company formed under the laws of Germany (“Berlin-Chemie”), and Mercury Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Berlin-Chemie (“Purchaser”). Berlin-Chemie is a wholly-owned subsidiary of A. Menarini - Industrie Farmaceutiche Riunite S.r.l., a company formed under the laws of Italy (“Menarini”).

OnPursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) on May 312, 2020, ~~Stemline~~to ~~Therapeutics~~acquire all of the outstanding shares of common stock of Stemline, ~~Inc~~$0.,0001 apar ~~Delaware corporation~~value per share (the “~~Stemline~~Shares”), ~~entered~~at ~~into~~ an ~~Agreement~~offer ~~and~~price ~~Plan~~ of ~~Merger~~(i) $11.50 per Share (the “~~Merger~~Cash ~~Agreement~~Amount”) ~~with~~ ~~Berlin-Chemie~~plus ~~AG,~~(ii) aone ~~company~~contingent ~~formed~~value ~~under~~right ~~the~~per ~~laws~~Share ~~of Germany~~ (a “~~Berlin-Chemie~~CVR”), ~~and~~which ~~Mercury~~represents ~~Merger~~the ~~Sub~~right, ~~Inc.,~~under ~~a Delaware~~the ~~corporation~~Contingent ~~and~~Value aRights Agreement, ~~wholly-owned~~dated ~~subsidiary~~June of10, ~~Berlin-Chemie~~2020, ~~(“Purchaser”).~~among Berlin-Chemie, isComputershare aTrust ~~wholly-owned~~Company, ~~subsidiary of~~ N.A. ~~Menarini~~and -Computershare ~~Industrie~~Inc. ~~Farmaceutiche~~(the ~~Riunite~~“CVR ~~S.r.l.~~Agreement”), to areceive ~~company~~$1.00 ~~formed~~per ~~under~~CVR at the ~~laws~~time ofprovided ~~Italy~~in the CVR Agreement (~~together, with~~the ~~its~~Cash ~~subsidiaries~~Amount plus one CVR collectively, the “~~Menarini Group~~Offer Price”).

~~Pursuant~~The toOffer expired ~~the~~at ~~terms~~one minute after 11:59 p.m., Eastern Time, on June 9, 2020, and ~~subject~~was tonot extended. Computershare Trust Company, N.A. and Computershare Inc., collectively in their capacity as the ~~conditions~~depositary offor the ~~Merger Agreement~~Offer, ~~Purchaser~~have ~~will~~advised ~~commence~~that, aas ~~tender~~of ~~offer~~the expiration (of the “Offer”, 33,735,576 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but which Shares were not yet received) nohad ~~later~~been ~~than~~validly ~~May~~tendered ~~15,~~and ~~2020~~not validly withdrawn pursuant to ~~acquire~~the ~~all~~Offer, representing approximately 64.25 percent of the Shares outstanding ~~shares~~ at the time of ~~common~~the ~~stock~~expiration of ~~Stemline,~~the $0Offer.~~0001~~ ~~par~~In ~~value~~addition, Notices ~~per~~of ~~share~~Guaranteed ~~(the~~Delivery “had been delivered for 8,735,823 Shares”), atwhich anShares ~~offer~~had ~~price~~not ofyet ~~(i)~~been ~~$11.50~~received ~~per~~and ~~Share,~~represented ~~net~~approximately to16.64 ~~the~~percent ~~seller~~of inthe ~~cash,~~Shares ~~without~~outstanding ~~interest~~at (the ~~“Cash~~time ~~Amount”),~~of ~~plus~~the ~~(ii) one~~expiration ~~contingent~~of ~~value~~the ~~right~~Offer. ~~per~~The number ~~Share~~of Shares (aexcluding ~~“CVR”)~~Shares ~~which~~with ~~represents~~respect ~~the~~to ~~right~~which toNotices ~~receive~~of ~~$1.00~~Guaranteed ~~per~~Delivery ~~CVR~~were ~~(the~~delivered ~~“Milestone~~but ~~Payment”)~~which atShares ~~the~~were ~~time~~not yet ~~provided~~delivered) intendered satisfied the ~~CVR~~Minimum ~~Agreement~~Condition (as defined ~~below~~in the Merger Agreement). (As the ~~Cash~~Minimum ~~Amount~~Condition ~~plus~~and ~~one~~each of ~~CVR,~~the ~~collectively,~~other conditions of the “Offer ~~Price”~~have been satisfied (or waived), Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

~~The~~Following ~~obligation~~the consummation of ~~Purchaser to purchase Shares tendered in~~ the Offer, isthe ~~subject~~remaining conditions to the ~~satisfaction~~merger orof ~~waiver~~Purchaser ofwith aand ~~number~~into ofStemline ~~conditions~~(the “Merger”) set forth in ~~Annex I to~~ the Merger Agreement~~, including~~ ~~(i)~~were ~~that there have been validly tendered~~ satisfied, and ~~not~~on ~~validly~~June ~~withdrawn Shares that~~10, ~~considered together with all other Shares~~2020, ~~if any, beneficially owned by~~ Berlin-Chemie ~~and~~completed its ~~affiliated~~acquisition ~~entities,~~of ~~represent~~Stemline ~~one~~by ~~Share~~consummating ~~more~~the ~~than~~Merger, ~~50%~~without ~~of the~~a ~~total~~meeting ~~number~~of stockholders of ~~Shares~~Stemline ~~outstanding~~in ataccordance ~~the~~with ~~time~~Section of251(h) ~~the expiration~~ of the ~~Offer~~General ~~(the~~Corporation ~~“Minimum~~Law ~~Condition”);~~of ~~(ii)~~ the ~~expiration~~State ~~or termination~~ of ~~the~~Delaware, ~~waiting~~with ~~period~~Stemline ~~under~~continuing as the ~~Hart-Scott-Rodino~~surviving ~~Antitrust~~corporation ~~Improvements Act of 1976, as amended~~ (the “~~HSR~~Surviving ~~Act~~Corporation”);. ~~and~~As ~~(iii) those~~a ~~other~~result ~~conditions~~of ~~set~~the ~~forth~~Merger, inStemline ~~Annex~~became Ia towholly-owned subsidiary ~~the~~of ~~Merger~~Berlin-Chemie ~~Agreement (collectively,~~and ~~the~~an ~~“Offer~~indirect ~~Conditions”)~~wholly-owned subsidiary of Menarini.

~~The~~At ~~Offer~~the ~~will~~effective ~~initially~~time ~~expire~~of atthe ~~one minute after 11:59~~Merger ~~p.m.~~(the ~~Eastern~~“Effective Time”), on the ~~date~~Shares ~~that~~not ispurchased ~~20 business~~pursuant ~~days~~to ~~following~~ the ~~commencement of the~~ Offer, ~~unless~~(other ~~otherwise~~than ~~agreed to~~Shares inheld ~~writing~~ by ~~Berlin-Chemie and~~ Stemline~~. If~~, ~~as of the then~~Berlin-~~scheduled expiration date~~Chemie, ~~any Offer Condition is not~~ ~~satisfied or waived (to the extent waivable),~~ Purchaser ~~may~~, inany ~~its~~subsidiary ~~discretion (and without the consent~~ of ~~Stemline) extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer Condition to be satisfied. If, as of the then~~Berlin-~~scheduled expiration date~~Chemie, ~~any Offer Condition is not satisfied~~ or ~~waived~~by ~~(to~~stockholders ~~the extent waivable), at the request~~ of Stemline, ~~Purchaser~~who ~~will~~have ~~extend~~perfected ~~the~~their ~~Offer~~statutory ~~for~~rights ~~additional periods specified by Stemline~~ of ~~up to 10 business days~~appraisal ~~per~~under ~~extension~~Delaware tolaw) ~~permit~~were ~~such~~each ~~Offer~~converted ~~Condition~~into ~~to be satisfied, provided that Purchaser will not be required to extend~~ the ~~Offer~~ ~~beyond~~right ~~the then-existing expiration date for more than three consecutive additional periods, not~~ to ~~exceed~~receive ~~an aggregate of 30 business days if all of~~ the Offer ~~Conditions have been satisfied or waived other than the Minimum Condition~~Price. ~~Subject to the foregoing and the valid termination of the Merger Agreement, Purchaser will not terminate the Offer without the prior written consent of Stemline.~~

~~Subject~~In ~~only~~addition, toat the ~~satisfaction~~Effective orTime, each toIn-The-Money Company Option, Company RSU, and Restricted Share (as such terms are defined in the ~~extent~~Merger ~~waivable~~Agreement), in each bycase ~~Purchaser~~whether or ~~Berlin-Chemie~~not vested, ~~waiver~~was bycanceled ~~Purchaser~~and orconverted ~~Berlin-Chemie~~into ofthe ~~each~~right ofto receive the ~~Offer~~Cash ~~Conditions,~~Amount ~~Purchaser~~(less ~~will~~any ~~(i)~~applicable ~~immediately~~exercise ~~after~~price) ~~the~~and ~~Expiration~~one ~~Date~~CVR ~~irrevocably~~for ~~accept~~each ~~for~~Share ~~payment~~subject ~~all~~to ~~Shares~~each ~~tendered~~such security (~~and~~in ~~not~~each ~~validly~~case, ~~withdrawn~~without regard to vesting), pursuant to the ~~Offer~~terms set forth in the Merger Agreement. Each Out-Of-The-Money Company Option (as defined in the ~~time~~Merger ofAgreement) with an exercise price below $12.50 was canceled and converted into the right to receive one CVR for each Share subject to such ~~acceptance~~Out-Of-The-Money Company Option, which, solely in the ~~“Offer~~case ~~Acceptance~~of ~~Time”)~~an ~~and~~Out-Of-The-Money ~~(ii)~~Company ~~promptly~~Option, ~~after~~represents the ~~Offer~~right ~~Acceptance~~to ~~Time~~receive ~~pay~~$1.00 ~~for~~minus the amount by which the exercise price of such ~~Shares~~Out-Of-The-Money Company Option exceeds $11.50. Each Out-Of-The-Money Company Option with an exercise price payable per Share equal to or greater than $12.50 was canceled at the Effective Time without any consideration payable therefor.

AtThe ortotal ~~prior~~consideration topayable in connection with the Offer ~~Acceptance~~and ~~Time,~~the Merger is up to approximately $677 million. Berlin-Chemie ~~will~~and Purchaser funded the consideration ~~duly~~paid ~~authorize,~~to ~~execute~~stockholders and ~~deliver~~holders ~~the~~of ~~Contingent~~Company ~~Value~~Options, ~~Rights~~Company ~~Agreement~~RSUs inand ~~the~~Restricted ~~form~~Shares ~~attached~~in asthe ~~Annex~~Offer ~~III~~and pursuant to the Merger ~~Agreement~~ ~~(the~~through ~~“CVR~~Berlin-Chemie’s ~~Agreement”)~~and Stemline’s cash on hand.

AsThe ~~soon~~foregoing asdescription ~~practicable~~of ~~following~~ the ~~Offer Acceptance Time, upon the terms and subject to the conditions set forth in the~~ Merger Agreement and ~~in accordance with~~related ~~Section 251(h)~~transactions ofdoes ~~the~~not ~~Delaware~~purport ~~General~~to ~~Corporation~~be ~~Law~~complete ~~(the~~and ~~“DGCL”),~~is ~~Purchaser~~qualified ~~will~~in beits ~~merged~~entirety ~~with~~by ~~and~~reference ~~into Stemline~~to (the ~~“Merger”),~~full ~~the~~text ~~separate existence~~ of ~~Purchaser~~the ~~will~~Merger ~~cease and Stemline will continue as a~~Agreement, ~~wholly-owned~~a ~~subsidiary~~copy of ~~Berlin-Chemie,~~which ~~without~~is afiled ~~meeting~~as orExhibit ~~vote~~2.1 ofto ~~the stockholders of~~ Stemline.’s AtCurrent ~~the~~Report ~~effective~~on ~~time~~Form ~~of the Merger (the “Effective Time”)~~8-K, ~~the~~filed ~~Shares~~with ~~not purchased pursuant to~~ the ~~Offer~~SEC ~~(other~~on ~~than~~May ~~Shares held by Stemline~~4, ~~Berlin-Chemie~~2020, ~~Purchaser,~~and incorporated ~~any~~herein ~~subsidiary of Berlin-Chemie, or~~ by ~~stockholders~~reference. ofAll ~~Stemline~~capitalized ~~who~~terms ~~have~~used ~~perfected~~herein ~~their statutory~~and ~~rights~~not ofotherwise ~~appraisal~~defined ~~under~~have ~~Delaware law) will each be converted into~~ the ~~right~~meanings given to ~~receive~~such ~~the Offer Price without~~terms ~~interest~~in ~~and~~the ~~subject~~Merger ~~to any withholding of taxes~~Agreement.

InItem addition, at the Effective Time, each In-The-Money Company Option, Company RSU, and Restricted Share (as such terms are defined in the Merger Agreement), in each case whether or not vested, will be canceled, and the holder thereof will be entitled to receive the Cash Amount (less any applicable exercise price) and one CVR for each Share subject to each such security (in each case, without regard to vesting), pursuant to the terms set forth in the Merger Agreement2.01 ~~Each~~Completion Out-Of-The-Money Company Option (as such term is defined in the Merger Agreement) with an exercise price below $12.50 will be canceled, and the holder thereof will receive one CVR for each Share subject to such Out-Of-The-Money Company Option, which, solely in the case of anAcquisition ~~Out-Of-The-Money~~or ~~Company~~Disposition ~~Option, represents the right to receive $1.00 less the amount by which the exercise price~~ of ~~such Out-Of-The-Money Company Option exceeds $11~~Assets.~~50.~~

The ~~Merger~~disclosures ~~Agreement~~under ~~includes representations, warranties, and covenants of~~ the ~~parties~~Introductory ~~customary~~Note ~~for~~are ~~a transaction of this nature. Among other things, the Merger Agreement prohibits Stemline’s~~incorporated ~~solicitation~~herein ofby proposals relating to alternative transactions and restricts Stemline’s ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptionsreference.

~~The~~Item Merger Agreement also contains termination provisions for both Stemline and Berlin-Chemie, and further provides that, upon termination of the Merger Agreement under specified circumstances, including termination by Stemline to accept and enter into a definitive agreement with respect to an unsolicited superior offer, Stemline will be required to pay a termination fee of $25,400,000 (the “Termination Fee”)3.01 ANotice ~~superior offer includes a bona fide written proposal from a third party to acquire 50% or more~~ of ~~the~~Delisting ~~outstanding Shares~~ or ~~consolidated~~Failure ~~assets of Stemline, not solicited in violation of the Merger Agreement, that the board of directors of Stemline determines is reasonably likely~~ to be ~~consummated~~Satisfy ~~in accordance with its terms, and if consummated, would result in~~ a ~~transaction~~Continued ~~more~~Listing ~~favorable~~Rule toor ~~Stemline’s stockholders~~Standard; ~~from~~Transfer ~~a financial point~~ of ~~view than the transactions contemplated by the Merger Agreement (including after giving effect to revised proposals, if any, made by Berlin-Chemie)~~Listing. ~~Any termination of the Merger Agreement by Stemline in connection with a superior offer is subject to certain conditions set forth in the Merger Agreement, including payment of the Termination Fee.~~

~~Tender~~The ~~and~~disclosures ~~Support~~under ~~Agreement~~the Introductory Note are incorporated herein by reference.

~~Concurrently~~On ~~with~~June 10, 2020, Stemline (i) notified the ~~execution~~Nasdaq ~~and~~Stock ~~delivery~~Market LLC (“Nasdaq”) of the consummation of the Merger ~~Agreement, certain~~and ~~stockholders~~(ii) requested that Nasdaq (~~each~~A) suspend trading of the Shares effective before the opening of trading on June 10, a2020, ~~“Tendering~~and ~~Stockholder”~~(B) ~~entered~~file ~~into~~with the SEC a ~~Tender~~Form 25 Notification of Removal from Listing and/or ~~Support~~Registration ~~Agreement~~to delist and deregister the Shares under Section 12(~~each~~b) of the Securities Exchange Act of 1934, aas amended (the “~~Tender Agreement~~Exchange Act”). ~~with~~As ~~Berlin-Chemie~~a ~~and Purchaser~~result, ~~pursuant~~the toShares ~~which~~will ~~each~~no ~~Tendering~~longer ~~Stockholder~~be ~~agreed,~~listed ~~among~~on ~~other~~Nasdaq. ~~things,~~Stemline intends to ~~tender~~ ~~his,~~file ~~her,~~with orthe ~~its~~SEC ~~Shares~~a ~~pursuant~~certification toon ~~the~~Form ~~Offer~~15 ~~and,~~under ifthe ~~necessary~~Exchange Act, ~~vote~~requesting ~~his,~~the ~~her,~~suspension orof ~~its~~Stemline’s ~~Shares~~reporting obligations inunder ~~certain~~Sections ~~situations~~13 asand ~~specified in~~15(d) of the ~~Tender~~Exchange ~~Agreements~~Act.

AsItem ~~of April 30, 2020, approximately 5~~3.2003 %Material ofModification ~~the outstanding Shares are subject~~ to ~~the~~Rights ~~Tender~~of ~~Agreements.~~Security ~~The Tender Agreements terminate in the event that the Merger Agreement is terminated~~Holders.

~~Contingent~~The ~~Value~~disclosures ~~Rights~~under ~~Agreement~~the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

AtItem or prior to Offer Acceptance Time, Berlin-Chemie and a rights agent mutually acceptable to Berlin-Chemie and Stemline will enter into the CVR Agreement governing the terms of the CVRs to be received by Stemline’s stockholders5.01 ~~Each~~Changes ~~holder will be entitled to one CVR for each Share outstanding or underlying each of the In-The-Money Company Options, Company RSUs, and Restricted Shares,~~ in ~~each~~Control case, whether or not vested. The CVRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument, and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Berlin-Chemie, Purchaser, Stemline or any of ~~their respective affiliates~~Registrant.

~~Each~~The ~~CVR~~disclosures ~~represents~~under the ~~right to receive the Milestone Payment~~Introductory upon the first sale by or on behalf of Stemline for use or consumption by the general public of ELZONRIS for the treatment of adult patients with blastic plasmacytoid dendritic cell neoplasm (BPDCN) in any one of the following countries: the United KingdomNote, ~~France, Spain,~~Item ~~Germany~~3.01, orItem ~~Italy~~5.02 ~~after~~and ~~approval~~Item ~~by the European Commission of a marketing authorization application in the European Union through the centralized procedure (the “Milestone”)~~5.03 ~~Such~~are ~~payment~~incorporated ~~will~~herein ~~be made on or prior to the date that is 10 business days following delivery~~ by ~~Berlin-Chemie to the rights agent of a written notice indicating that the Milestone was achieved~~reference.

~~There~~As ~~can~~a beresult noof ~~assurance~~the ~~that~~consummation of the ~~Milestone~~Offer ~~will~~and bethe ~~achieved prior~~Merger, tothere ~~December~~was ~~31,~~a ~~2021~~change in control of Stemline, and ~~that~~Menarini, as the ~~resulting~~ultimate ~~payment~~parent ~~will~~of bePurchaser, ~~required~~acquired control of ~~Berlin-Chemie~~Stemline. To the knowledge of Stemline, there are no arrangements that may at a subsequent date result in a further change in control of Stemline.

~~Additional~~Item ~~Information~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the Merger Agreement, ~~the~~as ~~Tender Agreement,~~of ~~and~~ the ~~CVR~~Effective ~~Agreement~~Time, Ron isBentsur, ~~not~~Ivan ~~complete~~Bergstein, ~~and~~Darren isCline, ~~qualified~~Alan inForman, ~~its~~Daniel ~~entirety~~Hume, byMark ~~reference~~Sard toand ~~the~~Kenneth ~~Merger~~Zuerblis ~~Agreement~~each ~~and~~resigned ~~the~~as ~~Form~~a director of ~~Tender~~Stemline. ~~Agreement,~~These ~~which~~resignations ~~are~~were ~~attached~~not asa ~~Exhibits~~result ~~2.1~~of ~~and~~any ~~99.1~~disagreement tobetween ~~this~~Stemline ~~report,~~ and the ~~Form~~directors ofon ~~CVR~~any ~~Agreement,~~matter ~~which is attached~~relating ~~as Annex III~~ to ~~the~~Stemline’s ~~Merger Agreement~~operations, ~~all~~policies ofor ~~which are incorporated herein by reference~~practices.

~~The~~Pursuant ~~Merger~~to ~~Agreement,~~ the ~~Tender~~Merger Agreement, ~~and~~as of the ~~CVR~~Effective ~~Agreement~~Time, ~~and~~ the ~~foregoing~~director ~~description~~of ~~have~~Purchaser ~~been~~immediately ~~included~~prior to ~~provide~~the ~~investors~~Effective ~~and~~Time ~~stockholders~~became ~~with information regarding~~ the ~~terms~~director of ~~these~~ ~~agreements.~~the ~~They~~Surviving ~~are not intended to provide any other factual information about Stemline. The representations~~Corporation, ~~warranties,~~ and ~~covenants~~the ~~contained in each~~ officers of ~~these~~Stemline ~~documents~~immediately ~~were~~prior orto ~~will be made only as of specified dates for~~ the ~~purposes~~Effective ofTime ~~such~~continued ~~agreement, were (except~~ as ~~expressly set forth therein) solely for~~ the ~~benefit~~officers of the ~~parties~~Surviving toCorporation. ~~such~~The ~~agreements,~~director ~~and~~of ~~may~~Purchaser immediately beprior ~~subject~~ to ~~qualifications and~~the ~~limitations~~Effective ~~agreed~~Time ~~upon~~was byAttilio ~~such parties~~Sebastio. InInformation ~~particular,~~regarding ~~in reviewing~~ the ~~representations,~~new ~~warranties,~~director ~~and~~has ~~covenants~~been ~~contained~~previously disclosed in ~~the~~Schedule ~~Merger~~I ~~Agreement~~of ~~and discussed in~~ the ~~foregoing~~Offer ~~descriptions,~~to itPurchase ~~is important~~ to ~~bear in mind that such representations, warranties, and covenants were negotiated with~~ the ~~principal~~Tender ~~purpose~~Offer ofStatement ~~allocating~~on ~~risk~~Schedule ~~between~~TO ~~the~~filed ~~parties,~~by ~~rather~~Purchaser than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. ~~Investors and stockholders should not rely~~ on ~~such~~May ~~representations~~12, ~~warranties~~ 2020, ~~and covenants~~ as ~~characterizations~~subsequently ~~of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations~~amended, ~~warranties and covenants may change after the date of the agreements,~~ which ~~subsequent~~is ~~information~~incorporated ~~may~~herein orby ~~may not be fully reflected in the parties’ public disclosures~~reference.

Item 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~ of ~~Certain~~Fiscal ~~Officers~~Year.

OnPursuant to ~~May 3, 2020,~~ the ~~board~~terms of ~~directors of Stemline adopted~~ the ~~Stemline~~Merger ~~Therapeutics~~Agreement, ~~Inc.~~as ~~Change~~of ~~in Control Severance Plan (~~the ~~“CIC~~Effective ~~Severance Plan”)~~Time, ~~which generally provides employees of~~ Stemline ~~and its subsidiaries (other than employees with employment agreements providing for severance benefits) with severance payments in the event of a termination of such employee~~’s ~~employment~~certificate ~~during~~of ~~the~~incorporation, ~~one-year period~~as ~~immediately following a change~~ in ~~control~~effect ~~of Stemline (which will occur upon the consummation of the transactions~~immediately ~~contemplated~~prior byto the ~~Merger~~Effective ~~Agreement)~~Time, ifwas ~~such~~amended ~~termination~~and isrestated byin ~~Stemline~~its ~~without~~entirety ~~“cause” or by~~ (the ~~employee for~~ “~~good~~Amended ~~reason”~~and ~~(as~~Restated ~~each~~Certificate ~~term~~of ~~is defined in the CIC Severance Plan~~Incorporation”). In ~~the event of a qualifying termination of employment~~addition, ~~eligible~~pursuant ~~employees are entitled~~ to ~~between~~the ~~three~~terms ~~and nine months~~ of ~~base~~the ~~salary~~Merger ~~continuation (depending upon position and tenure)~~Agreement, ~~a prorated annual bonus~~ at the ~~target~~Effective ~~level of performance for the year of termination~~Time, ~~and reimbursement~~Stemline’s ~~of premiums (at the active~~by-~~employee~~laws, ~~rate)~~as ~~for~~in ~~benefit~~effect ~~continuation~~immediately prior ~~during~~to the ~~applicable~~Effective ~~base~~Time, ~~salary continuation~~were ~~period.~~amended ~~Severance payments~~ and ~~benefits~~restated ~~under~~in ~~the~~their ~~CIC~~entirety ~~Severance Plan are contingent upon~~ (the ~~eligible employee’s~~“Amended ~~execution of a release of claims in favor of Stemline~~ and ~~its~~Restated ~~affiliates and compliance with certain post~~By-~~separation covenants~~Laws”).

~~On May 3, 2020, the board of directors of Stemline also authorized~~Copies ~~the implementation~~ of ~~a change in control retention program. Employees selected to participate in~~ the ~~program~~Amended ~~are~~and ~~eligible~~Restated toCertificate ~~receive retention payments on (i) the closing~~ of ~~the~~Incorporation ~~transactions~~and ~~contemplated by~~ the ~~Merger~~Amended ~~Agreement~~and ~~(20%~~Restated ~~of the total retention award), (ii) the six~~By-~~month~~Laws ~~anniversary~~are offiled ~~the~~as ~~closing~~Exhibits ~~(30%~~3.1 ~~of the total retention award)~~ and ~~(iii) the one-year anniversary of the closing~~3.2, ~~(50%~~respectively, ofto ~~the~~this ~~total~~Current ~~retention~~Report ~~award).~~on ~~Participants~~Form ~~generally~~8-K, ~~must~~and ~~remain~~are ~~employed~~incorporated herein by ~~Stemline upon these vesting dates in order to be entitled to receive the applicable retention award~~reference.

Item 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year~~Events.

OnThe ~~May 3,~~ 2020, ~~the~~Annual ~~board~~Meeting of ~~directors~~Stockholders of Stemline ~~adopted~~was anoriginally ~~amendment~~scheduled to ~~Stemline’s~~be ~~existing~~held ~~Amended~~on ~~and~~June ~~Restated~~25, ~~Bylaws~~2020 ~~(the~~at ~~“Bylaws”)~~10:00 ~~by adding~~ a ~~new Section 7~~.~~1 containing a forum selection provision (the “Amendment”)~~m. ~~Generally~~, ~~the~~Eastern ~~Amendment~~Time. ~~provides~~As ~~that~~a ~~unless~~result ~~Stemline consents in writing to the selection~~ of ~~an alternative forum (an “Alternative Forum Consent”),~~ the ~~Court~~closing of ~~Chancery of~~ the ~~State~~ ~~of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Stemline~~Merger, ~~(ii)~~ any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of Stemline to Stemline or Stemline’s stockholders, (iii) any action asserting a claim against Stemline or any current or former director, officer, stockholder, employee or agent of Stemline arising out of or relating to any provision of the ~~DGCL~~2020 orAnnual ~~Stemline’s Certificate of Incorporation or Bylaws (each, as in effect from time to time), or (iv)~~Meeting ~~any~~has ~~action~~been ~~asserting a claim against Stemline or any current or former director, officer, stockholder, employee or agent of Stemline governed by the internal affairs doctrine of the State of Delaware~~cancelled.

~~This~~Item ~~summary~~9.01 isFinancial ~~qualified~~Statements ~~in its entirety by reference to the Amendment to the Bylaws, dated May 3, 2020,~~ and ~~filed as Exhibit 3~~Exhibits.~~1 hereto and incorporated by reference herein.~~

~~Item~~(d) ~~8.01 Other Events.~~Exhibits

On May 4, 2020, Stemline and the Menarini Group issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated May 3, 2020, among Stemline Therapeutics, Inc., Berlin-Chemie AG and Mercury Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Stemline’s Current Report on Form 8-K filed with the SEC on May 4, 2020).*
3.1		Amended and Restated Certificate of Incorporation of Stemline Therapeutics, Inc., dated June 10, 2020.
3.2		Amended and Restated By-Laws of Stemline Therapeutics, Inc., dated June 10, 2020.

~~Notice~~*Schedules to ~~Investors~~the Agreement and ~~Security~~Plan ~~Holders~~of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

The Offer referred to in this Current Report on Form 8-K (the “Current Report”) has not yet commenced. The description contained in this Current Report is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that wholly owned subsidiaries of the Menarini Group will file with the Securities and Exchange Commission (the “SEC”). The solicitation and offer to buy Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, wholly owned subsidiaries of the Menarini Group will file a tender offer statement on Schedule TO and thereafter Stemline will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Stemline. Copies of the documents filed with the SEC by Stemline will be available free of charge on Stemline’s internet website at https://ir.stemline.com/financial-information or by contacting Stemline’s investor relations contact at +1 (646) 502-2307. Copies of the documents filed with the SEC by wholly owned subsidiaries of the Menarini Group can be obtained, when filed, free of charge by directing a request to the Information Agent for the Offer which will be named in the tender offer materials.SIGNATURES

InPursuant ~~addition~~ to the ~~offer~~requirements toof ~~purchase,~~ the ~~related letter of~~Securities ~~transmittal~~Exchange ~~and~~Act ~~certain other tender offer documents to be filed by wholly owned subsidiaries~~ of ~~the Menarini Group~~1934, ~~as well as~~ the ~~solicitation/recommendation~~registrant ~~statement~~has toduly becaused ~~filed~~this byreport ~~Stemline, Stemline will also file quarterly and current reports with the SEC. Stemline’s filings with the SEC are available~~ to ~~the~~be ~~public~~signed ~~from~~on ~~commercial~~its ~~document-retrieval~~behalf ~~services and at the website maintained~~ by the ~~SEC~~undersigned athereunto ~~http://www~~duly authorized.~~sec.gov.~~

~~Forward~~Stemline ~~Looking~~Therapeutics, ~~Statements~~Inc. By: /s/ Ivan Bergstein, M.D. Ivan Bergstein, M.D. Chief Executive Officer and President

~~The~~Dated: ~~information~~June ~~contained in this Current Report is as of May 4~~10, 2020. Stemline and the Menarini Group assume no obligation to update forward-looking statements contained in this Current Report as the result of new information or future events or developments, except as may be required by law.

This Current Report contains forward-looking information related to the Menarini Group, Stemline and the proposed acquisition of Stemline that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document and the accompanying exhibits include, among other things, statements about the potential benefits of the proposed acquisition, the anticipated contingent value right payment, Stemline’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Stemline, Stemline’s product pipeline and portfolio assets, Stemline’s ability to achieve the milestone that triggers the CVR payment, the anticipated timing of closing of the proposed acquisition and expected plans for financing the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Stemline’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of clearance under the HSR Act; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data and, as such, the uncertainty that the milestone for the CVR payment may not be achieved in the prescribed timeframe or at all.

A further description of risks and uncertainties relating to Stemline can be found in Stemline’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and https://ir.stemline.com/financial-information.

These forward-looking statements are based on numerous assumptions and assessments made by the Menarini Group and Stemline in light of their respective experiences and perceptions of historical trends, current conditions, business strategies, operating environment, future developments and other factors they believe are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although it is believed that the expectations reflected in the forward-looking statements in this Current Report are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this corporate release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this corporate release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated May 3, 2020, among Stemline Therapeutics, Inc., Berlin-Chemie AG and Mercury Merger Sub, Inc.*
3.1		Amendment to Stemline’s Amended and Restated Bylaws, dated May 3, 2020
99.1		Form of Tender and Support Agreement, among Berlin-Chemie AG, Mercury Merger Sub, Inc. and certain stockholders of Stemline Therapeutics, Inc.
99.2		Joint Press Release, dated May 4, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

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 hereunto duly authorized.

Stemline Therapeutics, Inc. By: /s/ Ivan Bergstein, M.D. Ivan Bergstein, M.D. Chairman, Chief Executive Officer and President

Dated: May 4, 2020

Filing Compare · STEMLINE THERAPEUTICS INC