<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
September 25, 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)
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2
ITEM 5. OTHER EVENTS.
NOTICE OF UNREGISTERED OFFERING
On September 25, 1996 Cell Therapeutics, Inc. (the "Company") issued a
press release under Securities and Exchange Commission Rule 135c giving notice
of the closing of an unregistered private offering of 44,776.119 shares of its
Series A Convertible Preferred Stock, for an aggregate purchase price of
$15,000,000. 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 September 25, 1996 issued
under Securities and Exchange Commission Rule 135c
giving notice of the closing of an unregistered
offering of Series A Covertible Preferred Stock.
</TABLE>
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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: September 25, 1996 By /s/ JAMES A. BIANCO, M.D.
-- -------------------------------------
James A. Bianco, M.D.
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<C> <S> <C>
99.1 Press release dated September 25, 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>
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EXHIBIT 99.1
[LETTERHEAD OF CTI]
FOR IMMEDIATE RELEASE Contact: Lee M. Parker, Vice President
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Cell Therapeutics, Inc.
206/282-7100
[email protected]
CELL THERAPEUTICS RAISES $15 MILLION THROUGH
PRIVATE PLACEMENT
SEATTLE--September 25, 1996--Cell Therapeutics (cti) today announced a
company-managed private placement of $15 million of Series A Convertible
Preferred Stock 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 President and CEO James A. Bianco, MD, stated: "In light of
capital market conditions for biotechnology-companies, we felt it prudent to
secure enough additional private capital so that, combined with our existing
funds, we would be able to carry forward company operations through 1997."
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.
