Threshold Pharmaceuticals Completes $30 Million Registered Direct Offering

REDWOOD CITY, Calif., March 17, 2011 (GLOBE NEWSWIRE) -- Threshold Pharmaceuticals, Inc. (Nasdaq:THLD) today announced the completion of its previously announced registered direct offering of common stock and warrants. The Company raised gross proceeds of approximately $30 million and issued approximately 14.3 million shares of common stock to investors together with warrants to purchase approximately 5.7 million shares of common stock. Investors in the offering purchased units consisting of one share of common stock and a warrant to purchase 0.4 of a share of common stock at a purchase price of $2.10, which is equal to the consolidated closing bid price of the common stock as reported on the Nasdaq Capital Market for March 10, 2011, plus $0.05. The warrants have a five‑year term and an exercise price equal to $2.46 per share.

The Company estimates net proceeds from the offering to be approximately $27.8 million after deducting the underwriting discount and other estimated offering expenses. The Company intends to use the net proceeds from this offering primarily for clinical trials of TH-302 and for additional product discovery research and development, working capital and other general corporate purposes.

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.

The offering was made under the Company's shelf registration statement that was filed with and declared effective by the Securities and Exchange Commission (the "SEC"). A prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. A copy of the prospectus supplement can be obtained 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]. This press release 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.

About Threshold Pharmaceuticals

Threshold is a biotechnology company focused on the discovery and development of drugs targeting Tumor Hypoxia, the low oxygen condition found in microenvironments of most solid tumors. This approach offers broad potential to treat most solid tumors. By selectively targeting tumor cells, we are building a pipeline of drugs that hold promise to be more effective and less toxic to healthy tissues than conventional anticancer drugs. For additional information, please visit our website ( www.thresholdpharm.com ).

Forward‑Looking Statements

Except for statements of historical fact, the statements in this press release are forward-looking statements, including statements regarding Threshold's approach to developing new product candidates, clinical trials and anticipated results, potential therapeutic uses and benefits of our product candidates and financial results, estimates, projections and requirements. These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, Threshold's ability to raise sufficient funding to conduct its clinical trials and to successfully enroll patients in these trials, whether the Company's clinical trials will show results predicted by the Company's pre-clinical trials or confirm the results of earlier trials, the time and expense required to conduct such clinical trials and analyze data, issues arising in the regulatory or manufacturing process and any unanticipated or increased side-effects observed in patients receiving TH-302. Further information regarding these and other risks is included under the heading "Risk Factors" in Threshold's Quarterly Report on Form 10-Q, which was filed with the Securities Exchange Commission on November 4, 2010 and is available from the SEC's website ( www.sec.gov ) and on our website ( www.thresholdpharm.com ) under the heading "Investors". We do not intend to update any forward-looking statement made in this news release.

CONTACT: Denise T. Powell
         Sr. Director, Corporate Communications
         Threshold Pharmaceuticals, Inc.
         650 474 8206
         [e-mail]