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July 31, 2012 /PRNewswire/ -- Cell Therapeutics, Inc. ("CTI") (Nasdaq and MTA: CTIC) today announced that on
July 30, 2012, it completed a registered offering to an institutional accredited investor (the "Initial Purchaser") of an additional 15,000 shares of Series 15 Convertible Preferred Stock (the "Series 15-2 Preferred Stock") convertible into 25,212,203 shares of its common stock with a conversion price of
$0.59495 and warrants to purchase up to an aggregate of 16,808,135 shares of common stock with an exercise price of
$0.61344 for gross proceeds of
$15 million (the "Second Closing") pursuant to the terms of a stock purchase agreement (the "Agreement") that CTI entered into on
May 28, 2012. The conversion price of the Series 15-2 Preferred Stock was calculated using the closing bid price of CTI's common stock on
July 27, 2012, plus a premium of
$0.08375 per share. As previously announced, CTI completed the first closing of
$20 million of Series 15 Convertible Preferred Stock on
May 29, 2012.
CTI plans to use the net proceeds from the Second Closing to prepare for the commercial launch of Pixuvri™ in the European Union and 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.
July 31, 2012, all 15,000 shares of the Series 15-2 Preferred Stock have been converted and the Initial Purchaser has received 25,212,203 shares of common stock issuable upon conversion. All of the warrants issued in the Second Closing are exercisable beginning on or after the date of issuance and expire five years after the date of issuance. If the stock price is less than the exercise price, the warrants may also be exchanged for shares based on a specified Black-Scholes value formula subject to certain limitations. CTI may instead elect to pay all or some of such value in cash. If CTI elects not to pay in cash, is unable to issue sufficient shares without shareholder approval and has not obtained shareholder approval within 90 days after an exchange notice is received, CTI will issue a note for the unpaid portion of the value payable one year thereafter.
CTI paid Halcyon Cabot Partners, Ltd. a placement agent fee of 5% of the gross proceeds received in the Second Closing.