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CTI BioPharma Corp. ("CTI") (NASDAQ
and MTA: CTIC) today announced the pricing of an underwritten public
offering of 50,000 shares of its Series N-1 Preferred Stock, offered at a
price to the public of $1,000 per share of Series N-1 Preferred Stock (the
"Offering"). Each share of Series N-1 Preferred Stock is convertible at the
option of the holder, at any time, into 800 shares of common stock at a
conversion price of $1.25 per share of common stock, for a total of
40,000,000 shares of common stock. The shares of Series N-1 Preferred Stock
will automatically convert into shares of common stock in certain
circumstances.
The gross proceeds to CTI from this Offering are expected to be $50 million,
before deducting underwriting discounts and commissions and other estimated
offering expenses payable by CTI. 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(R) 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. The Offering is
expected to close on or about October 30, 2015, subject to customary closing
conditions.
Piper Jaffray & Co. is acting as sole book-running manager for the Offering.
Ladenburg Thalmann & Co. Inc. is acting as lead manager and National
Securities Corporation, a wholly owned subsidiary of National Holdings
Corporation
, is acting as co-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. The final prospectus supplement related to the Offering will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Copies of the final 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 prospectus@pjc.com
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-1 Preferred Stock (and the shares of
common stock into which each share of Series N-1 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.
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