EX-99.1 2 dex991.htm ENGLISH TRANSLATION OF PRESS RELEASE OF CELL THERAPEUTICS, INC English Translation of Press Release of Cell Therapeutics, Inc

Exhibit 99.1

LOGO

LOGO

Cell Therapeutics Provides Monthly Information

at Request of CONSOB

November 27, 2009 Seattle — Cell Therapeutics, Inc. (the “Company” or “CTI”) (NASDAQ and MTA: CTIC) is providing the information herein pursuant to a request from the Italian securities regulatory authority, CONSOB, pursuant to Article 114, Section 5 of the Unified Financial Act, that the Company issue at the end of each month a press release providing a monthly update of certain information relating to the Company’s management and financial situation. However, the Company also directs its Italian shareholders to the Italian language section of its website at www.celltherapeutics.com/italiano, where more complete information about the Company and its products and operations, including press releases issued by the Company, as well as the Company’s U.S. Securities and Exchange (“SEC”) filings and the Listing Prospectus authorized to be published by CONSOB, can be found. The information provided below is qualified in its entirety by reference to such information.

Please note that all the information disclosed in this press release primarily refers to the period October 1, 2009 through October 31, 2009.

Provisional financial information as of October 31, 2009 and EBITDA

The following information concerns the Company’s provisional (unaudited) results for the month ended October 31, 2009.

Such financial information represents estimates that are based on assumptions the occurrence of which depends on circumstances relating to the Company and the macroeconomic situation, and which assumptions might or might not occur.


The following table reports the Estimated Indication of a few relevant items referring to the statements of operations for the month ended October 31, 2009:

Estimated financial data of the Company for the month ended October 31, 2009

The estimated and unaudited financial data of the Company as of October 31, 2009 compared with those for the previous month are shown below (amounts in thousands of U.S. dollars):

 

     September 30, 2009     October 31, 2009  

Net revenue

   $ 6      $ 7   

Operating income (expense)

   $ (5,885   $ (5,340

Profit /(Loss) from operations

   $ (5,879   $ (5,333
                

Other income (expenses), net

   $ (1,713   $ 127   

Preferred Stock:

    

- Deemed Dividend

   $ —        $ —     

EBITDA

   $ (7,592   $ (5,206
                

Depreciation and amortization

   $ (124   $ (109

Amortization of debt discount and issuance costs

   $ (155   $ (29

Interest expense

   $ (269   $ (252
                

Net profit /(loss) attributable to common shareholders

   $ (8,140   $ (5,596
                

Estimated Research and Development expenses were $3.4 million and $2.4 million for the months of September and October 2009, respectively.

Net financial indebtedness

The following table reports the estimated and unaudited net financial indebtedness of the Company as of September 30, 2009 and October 31, 2009, including the separate indication of the total financial needs, regarding debts expiring less than 12 months ahead (current portion). The relevant financial data are compared with those for the previous month (amounts in thousands of U.S. dollars).

 

Net Financial Standing

   September 30, 2009     October 31, 2009  

Cash and cash equivalents

   $ 54,992      $ 48,799   

Long term obligations, current portion

   $ (1,494   $ (1,498

Senior subordinated notes

     (40,363   $ (40,363

Net Financial Standing, current portion

   $ 13,135      $ 6,938   

Long term obligations, less current portion

   $ (2,035   $ (2,008

Convertible senior notes

   $ (21,652   $ (21,652

Net Financial Standing, less current portion

   $ (23,687   $ (23,660

Net Financial Indebtedness

   $ (10,552   $ (16,722

The total estimated and unaudited net financial position of the Company as of October 31, 2009 is approximately a negative $16,722 (in thousands of U.S. dollars).


The Company’s 4% Convertible Senior Subordinated Notes with redemption date of July 1, 2010 come due within the next twelve months.

The Company had no debt that matured during the month of October 2009.

Outstanding notes and preferred shares

The following table discloses information on the Company’s convertible notes as of October 31, 2009, compared with the same information as of September 30, 2009:

Convertible Notes– October 31, 2009

 

Description

   Maturity /
Redemption
Date
   Principal/
Aggregated Stated
Value Outstanding

as of September 30,
2009
   Number of
Common Stock
Reserve as of
September 30,
2009
   Principal/
Aggregated Stated
Value Outstanding

as of October 31,
2009
   Number of
Common Stock
Reserve as of
October 31,
2009

4% Convertible Senior Subordinated Notes

   1-Jul-10    40,363,000    74,746    40,363,000    74,746

7.5% Convertible Senior Notes

   30-Apr-11    10,250,000    122,620    10,250,000    122,620

5.75% Convertible Senior Notes

   15-Dec-11    10,913,000    363,766    10,913,000    363,766
                      

Totals

      61,526,000    561,132    61,526,000    561,132
                      

The Company had no outstanding preferred shares as of September 30, 2009 and October 31, 2009.

Regulatory Matters and Products in Development

With respect to the period from October 1, 2009 through October 31, 2009, the Company has no additional information to disclose concerning regulatory matters and products in developments and has received no additional information from the European Medicines Agency (EMEA) or the U.S. Food and Drug Administration (the “FDA”) regarding the request for the marketing of products beyond what was publicly disclosed in the press release issued on September 29, 2009.


Corporate Transactions and Assignment of Assets

With respect to the period from October 1, 2009 through October 31, 2009, the Company has no information to disclose to the market except that at the 2009 Annual Meeting of Shareholders held on October 20, 2009 and with respect to the acquisition agreement of Systems Medicine, Inc., as subsequently amended, the Company’s shareholders approved a proposal to issue $6 million of the Company’s common stock, no par value (“Common Stock”), to former stockholders of Systems Medicine, Inc. in lieu of potential milestone payments of up to $15.0 million based on certain FDA milestones for the Company’s drug brostallicin, so removing the possibility of future, uncertain and potentially higher payments of cash. The number of shares to be issued was determined based on the closing market price on October 20, 2009 and on November 24, 2009, the Company issued 5,607,468 shares of Common Stock to the aforesaid former stockholders of Systems Medicine, Inc.

Exchange Listing Matters

The Company has no information to disclose related to exchange listing matters.

Update on Outstanding Shares

The number of shares of the Company’s Common Stock issued and outstanding as of September 30, 2009 and October 31, 2009 were 563,582,488 and 574,445,816, respectively.

During the month of October 2009, the following transactions contributed to the change in the number of shares of the Company’s outstanding Common Stock:

 

   

The issuance of 836,100 shares of Common Stock relating to stock awards under the Company’s 2007 Equity Incentive Plan;

 

   

The issuance of 10,377,625 shares of Common Stock in connection with the exercise of Class B warrants; and

 

   

The cancellation of 350,397 shares of Common Stock under the Company’s 2007 Equity Incentive Plan.

The Company is not aware of any agreement for the resale of its shares of Common Stock on the MTA nor of the modalities by means of which shares of Common Stock were or will be resold.

Debt Restructuring Program

With respect to the period from October 1, 2009 through October 31, 2009, the Company has no information to disclose to the market.

The Company, in October 2009, neither issued any new debt instruments nor bought any debt instruments already issued by the Company.

The Company believes it is in compliance with the covenants on each series of its outstanding convertible notes.


Information about the capacity of the Company to sustain its financial needs

As disclosed in this press release the Company had approximately $49 million in cash and cash equivalents as of October 31, 2009.

About Cell Therapeutics, Inc.

Headquartered in Seattle, the Company is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. For additional information, please visit www.CellTherapeutics.com.

This press release includes forward-looking statements that involve a number of risks and uncertainties, the outcome of which could materially and/or adversely affect future results and the trading prices of the Company’s securities. Specifically, the risks and uncertainties include that the Company continues to have a substantial amount of debt outstanding and the quarterly interest expense associated with the debt is significant; the Company’s operating expenses continue to exceed its net revenues; that the Company may not be able to further reduce its operating expenses; that the Company will continue to need to raise capital to fund its operating expenses and may not be able to raise sufficient amounts to fund its continued operation; that the information presented herein with respect to the Company’s convertible notes and convertible preferred stock may differ materially from the information presented by the Company with respect to its convertible notes and convertible preferred stock prepared in accordance with U.S. GAAP in its periodic reports on Form 10-K and Form 10-Q; as well as other risks listed or described from time to time in the Company’s most recent filings with the SEC on Forms 10-K, 10-Q and 8-K. Except as required by law, the Company does not intend to update any of the statements in this press release upon further developments.

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Media Contact:

Cell Therapeutics, Inc.

Dan Eramian

T: 206.272.4343

C: 206.854.1200

Lindsey Jesch

T : 206.272.4347

F : 206.272.4434

E: deramian@ctiseattle.com

www.CellTherapeutics.com/press_room

Investors Contact:

Cell Therapeutics, Inc.

Ed Bell

T: 206.272.4345

F: 206.272.4434

E: invest@ctiseattle.com

www.CellTherapeutics.com/investors