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EX-3.1 - Talon Therapeutics, Inc. | v204410_ex3-1.htm |
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): November 29, 2010
Talon Therapeutics,
Inc.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of
incorporation)
001-32626
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32-0064979
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|
(Commission File
Number)
|
(IRS Employer
Identification No.)
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7000
Shoreline Court, Suite 370
South
San Francisco, CA 94080
(Address of principal executive offices
and Zip Code)
(650)
588-6404
(Registrant’s telephone number,
including area code)
Hana Biosciences,
Inc.
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K 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-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Effective
at 11:59 p.m. (EST) on December 1, 2010, Hana Biosciences, Inc. (the “Company”)
changed its name to Talon Therapeutics, Inc. The name change was
effected pursuant to Section 253 of the Delaware General Corporation Law by
merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the Company, with
and into the Company, with the Company as the surviving corporation in the
merger. A copy of the Certificate of Ownership merging Talon
Therapeutics, Inc. into the Company, as filed with the Secretary of State of
Delaware on November 29, 2010, is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
The
Company’s new corporate website is www.talontx.com and, effective December 2,
2010, the trading symbol of the Company’s common stock on the OTC Bulletin Board
was changed from “HNAB.OB” to “TLON.OB.” The Company’s common stock
will trade under a new CUSIP number (87484H 104). Each holder of the
Company’s common stock will be receiving a letter of transmittal from the
Company’s transfer agent, Corporate Stock Transfer, Inc., which will explain the
process by which stock certificates may be exchanged for new certificates
reflecting the Company’s new name. Such exchange is not
mandatory.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
No.
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Description
|
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3.1
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Certificate
of Ownership merging Talon Therapeutics, Inc. with and into Hana
Biosciences, Inc.
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SIGNATURE
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.
Date: December 2, 2010 | Talon Therapeutics, Inc. | ||
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By:
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/s/ Craig W. Carlson | |
Craig W. Carlson | |||
Vice President, Chief Financial
Officer
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INDEX
TO EXHIBITS FILED WITH THIS REPORT
Exhibit
No.
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Description
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3.1
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Certificate
of Ownership merging Talon Therapeutics, Inc. with and into Hana
Biosciences, Inc.
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