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| CTIC > SEC Filings for CTIC > Form 8-K on 8-Jan-2009 | All Recent SEC Filings |
8-Jan-2009
Unregistered Sale of Equity Securities, Other Events
On January 6, 2009, Cell Therapeutics, Inc., a Washington corporation (the "Company") entered into the First Amendment to Acquisition Agreement, amending the Acquisition Agreement, dated as of July 24, 2007, by and among the Corporation, Cactus Acquisition Corp., Saguaro Acquisition Corporation LLC, Systems Medicine, Inc. ("SMI") and Tom Hornaday and Lon Smith, in their capacities as representatives of the SMI stockholders ("Stockholder Representatives"), whereby the Company acquired Systems Medicine, Inc. in a stock-for-stock merger (the "Acquisition"). Pursuant to the Amendment, the "earn-out" provision of the Acquisition was amended to provide that the Company shall pay the SMI stockholders (the "Stockholders") an immediate substitute "earn-out" payment of $5 million (in lieu of the former potential milestone payments of $5 million and $10 million tied to certain FDA milestones for Brostallacin), to be paid in Shares at a value of $0.13 per Share, except those non-accredited Stockholders, who shall instead by paid in cash. As a result, the Company issued 38,185,911 shares of its common stock, no par value (the "Shares").
The Shares were issued pursuant to the exemptions from registration afforded by
Section 4(2) and Regulation D of the Securities Act of 1933, as amended.
After the issuance of the Shares, the Company has 224,633,714 shares of common stock issued and outstanding as of January 7, 2009.
On January 6, 2009, the Company received notification that the NASDAQ Listing Qualifications Panel has granted the Company's request to transfer the listing of its common stock from The NASDAQ Global Market to The NASDAQ Capital Market, which will be effective with the opening of trading on January 8, 2009. The Company's continued listing on The NASDAQ Capital Market is subject to the Company evidencing compliance with all applicable requirements for continued listing on The NASDAQ Capital Market, including the $35 million market value of listed securities requirement or its alternatives, as set forth in NASDAQ Marketplace Rule 4103(c)(3), by February 12, 2009. The Company expects to comply with all applicable requirements for continued listing on The NASDAQ Capital Market by February 12, 2009; however, there can be no assurances that it will be able to do so.
On January 5, 2009, the Company received a $7.5 million cash payment from RIT Oncology, LLC (the "LLC"), the 50/50 owned joint venture between the Company and Spectrum Pharmaceuticals, Inc. ("Spectrum"), upon payment by Spectrum to the LLC of the promissory note executed in connection with the closing of this joint venture transaction in December 2008, as described in the Company's Current Report on Form 8-K filed with the SEC on December 19, 2008.
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