Cell Therapeutics Announces Proposed Public Offering of Convertible Preferred Stock

Cell Therapeutics Announces Proposed Public Offering of Convertible Preferred
                                    Stock

PR Newswire

SEATTLE, Oct. 4, 2012

SEATTLE, Oct. 4, 2012 /PRNewswire/ --Cell Therapeutics, Inc. ("CTI") (Nasdaq
and MTA: CTIC) today announced that it intends to offer and sell, subject to
market and other conditions, 40,000 shares of its Series 17 Preferred Stock in
an underwritten public offering(the"Offering"). Each share of Series 17
Preferred Stock will have a stated value of $1,000 per share and will be
convertible at the option of the holder, at any time after issuance, into
shares of common stock prior to the automatic conversion of such shares in
certain circumstances. Shares of the Series 17 Preferred Stock will receive
dividends in the same amount as any dividends declared and paid on shares of
common stock, but would be entitled to a liquidation preference over the
common stock in certain liquidation events. The Series 17 Preferred Stock
will have no voting rights on general corporate matters.

CTI plans to use the net proceeds from this Offering to support the launch of
Pixuvri™ (pixantrone) in Europe and to commence phase III trials of pacritinib
as well as for general corporate purposes, which may include, among other
things, funding research and development, preclinical and clinical trials, the
preparation and filing of new drug applications, the acquisition of
complementary businesses, technologies or products and general working
capital. There can be no assurance as to whether or when the Offering may be
completed, or as to the actual size or terms of the Offering. The price at
which the shares of Series 17 Preferred Stock will be sold to the public, the
number of shares of common stock into which each share of Series 17 Preferred
Stock will be convertible, the relevant conversion price and the liquidation
preference will be announced, as soon as defined, through a press release.

Jefferies & Company, Inc. is acting as sole book-running manager for the
Offering. Roth Capital Partners, LLC and ThinkEquity LLC are acting as
co-managers for the Offering.

The securities described above are being offered by CTI pursuant to a shelf
registration statement previously filed with the Securities and Exchange
Commission (the "SEC"), which the SEC declared effective on August 29, 2012.
A preliminary prospectus supplement related to the Offering will be filed with
the SEC and will be available on the SEC's website located at
http://www.sec.gov. Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to the Offering, when available, may be
obtained from Jefferies & Company, Inc., Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 12^th floor, New York, NY 10022,
or by telephone at 877-547-6340, or by email at
Prospectus_Department@Jefferies.com.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction. The shares of Series 17 Preferred Stock (and the shares of
common stock into which each share of Series 17 Preferred Stock will be
convertible) will not be offered, sold or distributed, directly or indirectly,
in Italy in an offer to the public of financial products under the meaning of
Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act"), unless an express exemption
from compliance with the restrictions on offers to the public, including,
without limitation, as provided under Article 100 of the Financial Services
Act and Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as
amended, applies.

About Cell Therapeutics, Inc.

Headquartered in Seattle, CTI is a biopharmaceutical company committed to
developing an integrated portfolio of oncology products aimed at making cancer
more treatable.

This press release includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are
subject to a number of risks and uncertainties, the outcome of which could
materially and/or adversely affect actual future results and the trading price
of CTI's securities. Such statements include, but are not limited to,
statements regarding CTI's expectations with respect to the completion, timing
and size of its proposed Offering. Risks that contribute to the uncertain
nature of the forward-looking statements include, among others, risks
associated with market conditions and the satisfaction of customary closing
conditions related to the proposed Offering, risks that CTI cannot predict or
guarantee the pace or geography of enrollment of its clinical trials or the
total number of patients enrolled, risks that CTI's average net operating burn
rate may increase, risks related to developments in the biopharmaceutical
industry, the outcome of preclinical and clinical studies, risks related to
regulatory approvals, delays in commencement of preclinical and clinical
studies, risks that CTI may not successfully launch Pixuvri in an E.U.
jurisdiction, risks that the phase III study of pacritinib may not occur as
planned, risks related to the costs of developing, producing and selling
Pixuvri, pacritinib, and CTI's other drug candidates, the risk that CTI may
not use the net proceeds from this Offering as planned, the risk that CTI may
not be able to sustain its current cost controls, and the risk that CTI may
not be able to continue to raise capital as needed to fund its operations,
competitive factors, technological developments, costs of developing,
producing and selling Pixuvri, pacritinib, that CTI's operating expenses
continue to exceed its net revenues, that CTI may not be able to further
reduce its operating expenses, that CTI will continue to need to raise capital
to fund its operating expenses and may not be able to raise sufficient amounts
to fund its continued operation as well as other risks listed or described
from time to time in CTI's most recent filings with the Securities and
Exchange Commission on Forms 10-K, 10-Q and 8-K. Except as required by law,
CTI does not intend to update any of the statements in this press release upon
further developments.

Media Contact:

Dan Eramian
T: 206.272.4343
C: 206.854.1200
E: media@ctiseattle.com
www.CellTherapeutics.com/press_room

Investors Contact:

Ed Bell
T: 206.272.4345
F: 206.272.4434
E: invest@ctiseattle.com
www.CellTherapeutics.com/investors

SOURCE Cell Therapeutics, Inc.

Website: http://www.celltherapeutics.com
 
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