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): ~~December~~January 430, ~~2017~~2018

CASCADIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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

~~2601~~3101 ~~Fourth~~Western Avenue, Suite ~~500~~600

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(Registrant’s telephone number, including area code)

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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))

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

~~Emerging~~On ~~growth~~January 30, ~~company ☐~~2018, 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”).

IfPursuant ~~an emerging~~to ~~growth~~the ~~company~~Merger Agreement, ~~indicate~~and byupon ~~check~~the ~~mark~~terms ifand subject to the ~~registrant~~conditions ~~has~~thereof, ~~elected~~Merger ~~not~~Sub towill ~~use~~commence a tender offer (the “Offer”) ~~extended~~to ~~transition~~acquire ~~period~~all ~~for~~of ~~complying~~the ~~with~~issued ~~any~~and ~~new~~outstanding orshares ~~revised~~of ~~financial~~common ~~accounting~~stock, ~~standards~~par ~~provided~~value ~~pursuant~~$0.0001 toper ~~Section 13~~share, of the Company (athe “Shares”) at a purchase price of $10 per Share (the ~~Exchange~~“Offer Price”), net ~~Act~~to the seller in cash, without interest and subject to any required withholding taxes. ☐

~~Item~~The 1Offer will expire at one minute after 11:59 p.01m., ~~Entry~~New ~~into~~York City atime, ~~Material~~on ~~Definitive~~the 20th business day following the commencement date of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement.

~~Entry~~The ~~into~~obligation ~~New~~of ~~Lease~~Merger Sub to consummate the Offer is subject to customary conditions set forth in the Merger Agreement, including (i) the number of Shares being validly tendered and not validly withdrawn prior to the expiration of the Offer constitute at least a majority of the then-outstanding Shares on a fully diluted basis as of the expiration of the Offer (excluding certain out-of-the-money options and warrants and unvested restricted stock units and options, as set forth in the Merger Agreement), (ii) the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iii) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).

OnFollowing ~~December 4,~~the ~~2017,~~consummation ~~Cascadian Therapeutics,~~of ~~Inc. (~~the ~~“Company”)~~Offer ~~entered~~and ~~into~~subject ato ~~sublease~~the ~~agreement~~terms ~~(the~~and ~~“New~~conditions ~~Lease”)~~of ~~with~~the ~~CTI~~Merger ~~BioPharma~~Agreement, ~~Corp.~~Merger ~~(the~~Sub ~~“Landlord”),~~will ~~pursuant~~merge with toand ~~which~~into the Company ~~will lease approximately 44~~,~~050~~ ~~square~~with ~~feet~~the ~~located~~Company onsurviving ~~the 6th~~as ~~and~~a ~~7th~~subsidiary ~~floors~~ of ~~3101~~Parent ~~Western~~(the ~~Avenue,~~“Merger”). ~~Seattle,~~The ~~Washington,~~Merger ~~commencing~~will onbe ~~January 1,~~effected ~~2018,~~pursuant orto ~~such~~Section 251(h) ~~earlier~~of ~~date~~the onGeneral ~~which~~Corporation ~~the~~Law ~~business operations~~ of the ~~Company~~State ~~substantially~~of ~~commence~~Delaware ~~in the premises~~ (the “~~Commencement Date~~DGCL”)., ~~The~~without ~~term~~a vote of ~~the~~stockholders ~~New~~of ~~Lease~~the ~~will~~Company. ~~expire~~At onthe ~~April 30,~~effective ~~2022,~~time ~~unless~~of the ~~master~~Merger, ~~lease~~each ~~between~~Share ~~Landlord~~(other ~~and~~than ~~Selig~~Shares ~~Holdings~~owned ~~Company~~by ~~dated January 27~~Parent, ~~2012~~Merger ~~(the~~Sub, ~~“Master~~or ~~Lease”),~~any ~~pursuant~~other todirect ~~which~~or ~~Landlord~~indirect ~~holds~~wholly ~~the~~owned ~~New~~subsidiary ~~Lease~~of ~~premises~~Parent, isand ~~earlier~~Shares owned ~~terminated.~~by In the ~~event of such early termination~~Company, ~~the~~or ~~New~~any ~~Lease~~direct ~~will~~or ~~expire~~indirect ~~immediately,~~wholly ~~and~~owned ~~Selig~~subsidiary ~~Holdings~~of the Company, ~~agrees~~or ~~to recognize~~by ~~the~~stockholders ~~New~~who ~~Lease~~have asvalidly aexercised ~~direct~~their ~~contract~~appraisal ~~between~~rights ~~the~~under ~~Company~~Delaware ~~and~~law) ~~Selig~~will ~~Holdings~~be ~~Company,~~converted oninto ~~all~~the ~~terms~~right ofto ~~the~~receive ~~New~~an ~~Lease~~amount ~~except~~in ~~for~~cash equal to the ~~payment~~Offer ~~of rent~~Price, ~~which~~without ~~shall~~interest beand assubject ~~set~~to ~~forth~~any inrequired ~~the~~withholding ~~Master Lease~~taxes.

The ~~Company’s~~Merger ~~monthly~~Agreement ~~base~~contains ~~rent~~customary ~~for~~representations ~~the~~and ~~premises~~warranties and ~~will~~covenants beby ~~$110,125 per month in~~ the ~~first~~parties. ~~year~~Generally, of the ~~New~~Company ~~Lease~~has ~~(equivalent~~agreed to ~~$30~~operate ~~per~~its ~~rentable~~business ~~square foot~~in ~~per~~the ~~year),~~ordinary ~~with~~course ~~rent~~until ~~payments~~the ~~beginning~~effective ~~following~~time ~~a 5-month period~~ of ~~free~~the ~~rent~~Merger. ~~Base~~The ~~rent~~Company ~~will~~has bealso ~~subject~~agreed not to ~~annual~~solicit ~~increases~~or ~~thereafter~~initiate bydiscussions $1with ~~per~~third ~~rentable~~parties ~~square~~regarding other ~~foot~~proposals ~~per~~relating ~~year~~to ~~during~~alternative ~~the~~transactions ~~term~~and ofcertain ~~the~~restrictions ~~New Lease.~~on ~~The~~its ~~Company~~ability ~~will~~to ~~not~~respond ~~be required~~ to ~~pay~~such ~~rent~~proposals, ~~for~~subject ~~the~~to ~~first~~certain ~~five~~limited ~~months~~exceptions ofto ~~the~~permit ~~term of~~ the ~~New Lease. The~~ Company’s ~~will~~board ~~have~~of directors (the ~~right~~“Board”) to ~~assign~~comply with ~~or sublet~~ its ~~interest~~fiduciary induties. ~~the~~Parent, ~~leased~~Merger ~~premises~~Sub ~~subject~~and ~~to consent of~~ the ~~Landlord,~~Company ~~and~~have ~~such~~agreed ~~consent may~~to ~~not~~use bereasonable ~~unreasonably~~best ~~withheld~~efforts orto ~~delayed,~~obtain ~~and~~approval under the ~~consent~~HSR ~~of Selig Holdings Company~~Act. The ~~Company~~Merger ~~will~~Agreement ~~additionally~~contains ~~have~~certain atermination ~~right~~rights of ~~first~~Parent ~~offer~~and onthe ~~any~~Company ~~portion~~and ofprovides that, upon the ~~premises~~termination ~~located~~of on the ~~8th floor~~Merger ofAgreement ~~the~~under ~~building~~specified circumstances, ~~from~~the ~~time~~Company will be required to ~~time~~pay ~~when~~Parent ~~such~~a ~~premises~~termination ~~become~~fee ~~available~~of $17,000,000.

~~Termination~~Parent has obtained debt financing commitments from certain financial institutions to provide financing for the consummation of ~~Prior~~the ~~Lease~~transactions contemplated by the Merger Agreement. The Merger Agreement requires Parent to use its reasonable best efforts to obtain the financing on the terms and conditions described in the financing commitments, and the Company has agreed to provide customary and reasonable cooperation to assist 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.

InThe ~~connection~~Board ~~with~~(upon the ~~execution~~unanimous recommendation of ~~the~~a ~~New~~transaction ~~Lease,~~committee onof ~~December 4, 2017,~~ the ~~Company~~Board) ~~entered~~unanimously: ~~into~~(i) determined athat ~~Lease~~the ~~Termination~~transactions ~~Agreement~~contemplated (by the ~~“Termination Agreement”)~~Merger ~~with Selig Holdings Company~~Agreement, ~~pursuant~~including ~~to which~~ the ~~Company~~Offer and ~~Selig Holdings Company agreed to early terminate that certain Lease, dated May 9, 2008, as amended, for~~ the ~~premises located at 2601 Fourth Avenue~~Merger, ~~Seattle, Washington~~on (the ~~“Prior~~terms ~~Lease”),~~and subject to the ~~effectiveness~~conditions ofset ~~the~~forth ~~New~~in ~~Lease and~~ the ~~satisfaction~~Merger ofAgreement, ~~any~~are ~~related~~fair ~~contingencies.~~to ~~The~~and ~~Prior~~in ~~Lease~~the ~~will~~best ~~terminate~~interests as of the ~~date the~~ Company ~~surrenders~~ and ~~delivers~~its ~~possession~~stockholders; of(ii) approved the ~~leased~~Merger ~~premises~~Agreement toand ~~Landlord~~declared ~~(the~~it ~~“Termination~~advisable; ~~Date”~~(iii), approved ~~which~~the ~~date~~execution, ~~will~~delivery ~~occur~~and asperformance ~~soon~~by ~~as reasonably practicable after~~ the ~~Commencement~~Company ~~Date~~ of the ~~New~~Merger ~~Lease.~~Agreement ~~The~~and ~~Prior~~the ~~Lease~~consummation ~~was~~of ~~previously~~the ~~scheduled~~transactions tocontemplated ~~expire~~thereby, onincluding ~~December 18,~~the ~~2018.~~Offer ~~Under~~and the Merger; ~~Termination~~(iv) resolved ~~Agreement,~~that the ~~Company~~Merger ~~will~~shall ~~not~~be ~~pay~~effected ~~any~~under ~~early~~Section 251(h) ~~termination~~of ~~fee. The Company will continue to pay~~ the ~~monthly~~DGCL; ~~rent~~ and ~~other~~(v) recommended ~~amounts~~that ~~due under~~ the ~~Prior~~stockholders ~~Lease~~of ~~until~~ the ~~Termination~~Company ~~Date.~~accept ~~Under~~ the ~~Prior~~Offer ~~Lease,~~and ~~the~~tender ~~Company~~their ~~currently~~Shares ~~pays $33.44~~to ~~per~~Merger ~~rentable~~Sub ~~square~~pursuant ~~foot~~to ~~per~~the ~~year for 20,785 rentable square feet~~Offer.

The foregoing ~~descriptions~~description of the ~~New~~Merger ~~Lease~~Agreement and ~~Termination~~the ~~Agreement~~transactions ~~are summaries,~~contemplated ~~are~~thereby does not purport to be complete, and ~~are~~is qualified in ~~their~~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 ~~conditions~~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 representations, warranties and covenants of Company, Parent and Merger Sub made solely for the ~~actual~~benefit ~~New~~of ~~Lease~~the parties to the Merger Agreement. The assertions embodied in those representations and ~~Termination~~warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the Company, ~~which~~Parent ~~will~~and Merger Sub in connection with the negotiated terms. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be ~~filed~~subject to a contractual standard of materiality different from what might be viewed as ~~exhibits~~material to stockholders, or may have been used for the purposes of allocating risk among the Company’s, ~~Annual~~Parent ~~Report~~and onMerger ~~Form~~Sub ~~10-K~~rather ~~for~~than establishing matters as facts. Accordingly, the ~~year~~Merger ~~ended~~Agreement ~~December 31~~and the forgoing description of the Merger Agreement are not intended to be, ~~2017~~and should not be relied upon as, characterizations of the actual state of facts and circumstances of the Company, Parent or Merger Sub.

Item 15.0203. ~~Termination~~Amendments to Articles of aIncorporation ~~Material~~or ~~Definitive~~Bylaws; ~~Agreement.~~Change in Fiscal Year

~~The~~On ~~information~~January 30, ~~contained~~2018, ~~above~~the ~~under~~Board unanimously determined that it was in the ~~heading~~best ~~“Termination~~interests of ~~Prior~~the ~~Lease~~Company and its stockholders to adopt, and did adopt, a bylaw amendment (the “Bylaw Amendment”), ineffective ~~Item~~immediately, 1entitled “Exclusive Jurisdiction.01” isPursuant ~~hereby~~to ~~incorporated~~Section 115 of the DGCL, the Bylaw Amendment designates the Chancery Court of the State of Delaware (or, if the Chancery 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 forum, unless the Company consents in ~~its~~writing ~~entirety~~to the selection of an alternative forum, for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of, or a claim based on, breach of a fiduciary duty owed by any director, officer or other employee or ~~reference~~stockholder ~~into~~of ~~this~~the ~~Item~~Company, 1(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) any action asserting a claim against the Company or any current or former director, officer, employee or stockholder governed by the internal affairs doctrine.02 A copy of the Bylaw Amendment is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

2Item 8.01. Other Events

~~SIGNATURES~~On January 31, 2018, the Company and Parent issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1.

~~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.~~

~~CASCADIAN~~Additional ~~THERAPEUTICS,~~Information ~~INC.~~about ~~By:~~the ~~/s/~~Transaction ~~Julia M. Eastland Julia M. Eastland Chief Financial Officer, Chief Business Officer and Secretary~~

~~Date:~~The ~~December 6~~Offer described in this communication has not yet commenced, ~~2017~~and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, 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, and the solicitation/recommendation statement will be filed with the SEC by the Company. Investors and security 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.

3Forward-Looking Statements

This Form 8-K may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of the Company by Parent and its affiliates, including Merger Sub (the Offer, the Merger and other related transactions are collectively referred to as the “Transactions”). Often, but not always, 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, change or 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 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 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause the Company’s actual results to differ materially from those projected in forward-looking statements. Although the Company believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. 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 9.01. Financial Statements and Exhibits

(d) Exhibits


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.

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.

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

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