Threshold Pharmaceuticals Announces Registered Direct Offering Of $30 Million

REDWOOD CITY, Calif., March 11, 2011 (GLOBE NEWSWIRE) -- Threshold Pharmaceuticals, Inc. (Nasdaq:THLD), today announced that it has agreed to sell approximately $30 million of its common stock and warrants in a registered direct offering. Threshold will issue an aggregate of 14,313,081 shares of common stock to investors together with warrants to purchase an additional 5,725,227 shares of common stock.

Each unit, consisting of one share of common stock and a warrant to purchase 0.4 of a share of common stock, will be sold at a purchase price of $2.10, which is equal to the consolidated closing bid price of $2.05 for the common stock as reported on the Nasdaq Capital Market on March 10, 2011, plus $0.05. The warrants will have a five‑year term and an exercise price equal to $2.46 per share.

All of the securities were offered pursuant to an effective shelf registration statement. The Company intends to use the proceeds of this financing for research and development, working capital and general corporate purposes. The Company anticipates that the offering will close on March 16, 2011, subject to customary closing conditions, at which time Threshold will receive the cash proceeds and deliver the securities.

Cowen and Company acted as sole bookrunning manager for the offering. JMP Securities acted as co-lead manager for the offering. William Blair & Company, LLC acted as a co-manager for the offering.

Shelf registration statements relating to the shares of common stock and warrants issued in the offering (and the shares of common stock issuable upon exercise of the warrants) have been filed with the Securities and Exchange Commission (the "SEC") and declared effective. A prospectus supplement relating to the offering will be filed by Threshold with the SEC. A copy of the prospectus for the offering can be obtained by eligible investors from their Cowen and Company sales representative, or from the offices of Cowen and Company, LLC c/o Broadridge Financial Services., 1155 Long Island Avenue, Edgewood, NY,11717, Attn: Prospectus Department. Phone [phone] / Fax [phone], or directly from Threshold by contacting Threshold Pharmaceuticals, Inc., 1300 Seaport Boulevard, Suite 500, Redwood City, CA 94063. This announcement is neither an offer to sell nor a solicitation of an offer to buy any shares of common stock or warrants of Threshold. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

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