<PAGE>
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
October 16, 1996
Date of Report (Date of earliest event reported)
CELL THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 0-28386 91-1533912
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
201 Elliott Avenue, West
Seattle, Washington 98119
(Address of principal executive offices, including zip code)
(206) 282-7100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
2
ITEM 5. OTHER EVENTS.
NOTICE OF UNREGISTERED OFFERING
On October 16, 1996 Cell Therapeutics, Inc. (the "Company") issued a
press release under Securities and Exchange Commission Rule 135c giving notice
of a second and final closing of $2,000,000 in an unregistered private offering
of its Series A Convertible Preferred Stock, for an aggregate purchase price of
$17,000,000. The text of that press release is included with this report as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
99.1 Press release dated October 16, 1996 issued under
Securities and Exchange Commission Rule 135c
giving notice of the closing of an unregistered
offering of Series A Convertible Preferred Stock.
</TABLE>
<PAGE>
3
SIGNATURES
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.
CELL THERAPEUTICS, INC.
Dated: October 21, 1996 By /s/ JAMES A. BIANCO, M.D.
-------------------------------------
James A. Bianco, M.D.
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<C> <S> <C>
99.1 Press release dated October 16, 1996 issued
under Securities and Exchange Commission Rule
135c giving notice of the closing of an
unregistered offering of Series A Convertible
Preferred Stock.
</TABLE>
<PAGE>
[LETTERHEAD OF CTI]
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Lee M. Parker, Vice President
Cell Therapeutics, Inc.
206/282-7100
[email protected]
CELL THERAPEUTICS RAISES $2 MILLION IN SECOND TRANCHE OF PRIVATE PLACEMENT
SEATTLE--October 16, 1996--Cell Therapeutics (cti) today announced the closing
of a second and final tranche of $2 million in its company-managed private
placement of $17 million in Series A Convertible Preferred Stock. Placed with
existing institutional and accredited individual investors, these securities
have not been registered under the Securities Act of 1933 and may not be offered
or sold in the United States without registration or applicable exemption from
registration requirements.
Cell Therapeutics, Inc. is a Seattle-based biopharmaceutical company focusing on
the development of a new class of drugs that seeks to selectively regulate the
metabolism of phospholipids in intracellular signaling pathways relevant to
cancer and immune and inflammatory diseases.
# # #
