On December 3, 2015 CTI BioPharma Corp. ("CTI") (NASDAQ and MTA: CTIC) reported that it intends to offer and sell, subject to market and other conditions, shares of its Series N-2 Preferred Stock in an underwritten public offering (the "Offering") (Press release, CTI BioPharma, DEC 3, 2015, View Source;p=RssLanding&cat=news&id=2120113 [SID:1234508395]). Each share of Series N-2 Preferred Stock will have a stated value of $1,000 per share and will be convertible at the option of the holder, at any time after issuance and subject to certain limitations, into shares of common stock.
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Subject to the consummation of the Offering, we have agreed to grant to BVF Partners L.P. the right to nominate two members of our board of directors, one of whom must both qualify as an "independent" director, as defined under the applicable rules and regulations of the U.S. Securities and Exchange Commission and The NASDAQ Stock Market LLC, and must not be considered an "affiliate" of BVF Partners.
CTI plans to use the net proceeds from this Offering to support the commercial launch of pacritinib in the U.S. for patients with myelofibrosis, to conduct additional research concerning the possible application of pacritinib in indications outside of myelofibrosis, to advance the commercialization of PIXUVRI and to support the development of tosedostat in registration-directed trials, as well as for general corporate purposes, which may include funding research and development, conducting preclinical and clinical trials, acquiring or in-licensing potential new pipeline candidates, preparing and filing possible new drug applications and general working capital.
Piper Jaffray & Co. is acting as sole book-running manager for the Offering. The securities described above are being offered by CTI pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission (the "SEC"), which the SEC declared effective on December 8, 2014. A preliminary prospectus supplement related to the Offering will be filed with the SEC and will be available on the SEC’s website located at View Source Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the Offering, when available, may be obtained from Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by email to [email protected] or by telephone at (800) 747-3924.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The shares of Series N-2 Preferred Stock (and the shares of common stock into which each share of Series N-2 Preferred Stock will be convertible) will not be offered, sold or distributed, directly or indirectly, in Italy in an offer to the public of financial products under the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act"), unless an express exemption from compliance with the restrictions on offers to the public, including, without limitation, as provided under Article 100 of the Financial Services Act and Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as amended, applies.