8-K

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

Date of Report (Date of earliest event reported): October 28, 2010

CELL THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Washington	001-12465	91-1533912
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

501 Elliott Avenue

West, Suite 400 Seattle, Washington 98119

(206) 282-7100

(Address including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The information provided pursuant to this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 2.02 shall instead be deemed “furnished.”

On October 28, 2010, Cell Therapeutics, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2010 and certain other information. The full text of the press release is set forth in Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report on Form 8-K:

Exhibit Number	Description
99.1	Press Release dated October 28, 2010.

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SIGNATURE

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.
Date: October 28, 2010	By:	/S/    LOUIS A. BIANCO
		Louis A. Bianco
		Executive Vice President, Finance and Administration

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 28, 2010.

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EX-99.1

Exhibit 99.1

501 Elliott Ave. W. #400 Seattle, WA 98119 T 206.282.7100 F 206.272.4010

Cell Therapeutics Third Quarter Net Loss

Decreases by 68% in 2010 Compared to 2009

October 28, 2010 Seattle—Cell Therapeutics, Inc. (“CTI” or the “Company”) (NASDAQ and MTA: CTIC) today reported recent accomplishments and financial results for the third quarter ended September 30, 2010.

“We have made solid progress in controlling costs with a 52% decrease in net operating expense and a 68% decrease in net loss for the quarter compared to the same period last year while strengthening the balance sheet with the recent financing,” said James A. Bianco, M.D., Chief Executive Officer of the Company. “We continue to advance pixantrone toward a Marketing Authorization Application submission in the E.U. and readying the clinical trial networks for initiating the PIX 306 follow-on pivotal clinical study.”

Recent Highlights

• Received positive opinion agreeing to the Pediatric Investigation Plan for pixantrone from the Pediatric Committee (PDCO) of the European Medicines Agency (EMA). Additionally, the PDCO also recommended deferral of the initiation of the clinical studies until after the drug receives EMA approval.

• Announced intention to appeal the U.S. Food and Drug Administration’s (the “FDA”) decision on New Drug Application (NDA) for pixantrone, which submission is targeted for November.

• Submitted PIX306 follow-on pivotal study to the newly created Division of Hematologic Products at FDA for review.

• Retired all convertible debt due in 2010

• The Mayo Clinic’s clinical trial network, the North Central Cancer Treatment Group (“NCCTG”), initiated patient enrollment in two phase II programs conducted by the NCCTG: one clinical trial with pixantrone in metastatic breast cancer and one clinical trial using brostallicin in triple negative metastatic breast cancer.

www.CellTherapeutics.com

Page 2 of 5

For the quarter ended September 30, 2010, total net operating expenses decreased 52% to $13.0 million compared to $27.1 million for the same period in 2009. The decrease was mainly due to decreased expenses related to non-cash equity based compensation and a reduction in research and development expense. Net loss attributable to common shareholders also decreased 68% to $15.6 million ($0.02 per share) for the quarter ended September 30, 2010 compared to a net loss attributable to common shareholders of $48.8 million ($0.09 per share) for the same period in 2009. The reduction in net loss is mainly due to lower operating expenses, lower deemed dividends on preferred stock issuances and a one-time milestone modification expense accounted for in 2009.

For the nine months ended September 30, 2010, total net operating expenses were $58.8 million, compared to $55.4 million for the same period in 2009. The increase in net operating expenses is mainly a result of an increase in non-cash equity based compensation expense in 2010 and a $10.2 million gain on the sale of the Company’s investment in the Zevalin joint venture in the first quarter of 2009. Net loss attributable to common shareholders was $113.4 million ($0.17 per share), compared to a net loss attributable to common shareholders of $89.4 million ($0.21 per share) for the same period in 2009. For the nine month period, the increase in net loss is mainly due to an increase in non-cash expenses including deemed dividends on preferred stock issuances and equity based compensation for 2010.

CTI had approximately $17.3 million in cash and cash equivalents as of September 30, 2010. This amount was before the receipt of $21.0 million in gross proceeds received from the Company’s equity financing in October 2010.

Conference Call Information

On Thursday, October 28, 2010, at 8:30 a.m. Eastern/2:30 p.m. Central European/5:30 a.m. Pacific Time, members of CTI’s management team will host a quarterly conference call to discuss CTI’s 2010 third quarter achievements and financial results.

Conference Call Numbers

Thursday, October 28, 2010 8:30 a.m. Eastern/2:30 p.m. Central European/5:30 a.m. Pacific Time

1-800-762-9441 (US Participants)

1-480-629-9674 (International)

Call-back numbers for post-listening available at 11:30 a.m. Eastern Time:

1-800-406-7325 (US Participants)

1-303-590-3030 (International)

Passcode: 4377948#

Live audio webcast at www.celltherapeutics.com will be archived for post-call listening approximately two hours after call ends.

www.CellTherapeutics.com

Page 3 of 5

About Cell Therapeutics, Inc.

Headquartered in Seattle, CTI 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 actual future results and the market price of the Company’s securities. Specifically, the risks and uncertainties that could affect the development of pixantrone include risks associated with preclinical and clinical developments in the biopharmaceutical industry in general, and with pixantrone in particular, including, without limitation, the potential failure of pixantrone to prove safe and effective for the treatment of relapsed or refractory aggressive NHL and/or other tumors as determined by the FDA and/or the EMEA, that the FDA may not accept the Company’s special protocol assessment for pixantrone and/or proposed design for the protocol of the Company’s clinical trial and/or may request additional clinical trials, that if the Company conducts an additional clinical trial, it may not demonstrate the safety and effectiveness of pixantrone, that the Company cannot predict or guarantee the pace or geography of enrollment of its clinical trials, that the Company may not initiate a new clinical trial for pixantrone in 2010, that the Company may not submit the MAA in the E.U., that the EMEA may not accept the MAA, that the Company may not appeal the FDA’s decision in November 2010 or at all, that the Company’s appeal of the FDA’s decision may not be successful, that the Company may not be able to retire its 2011 debt, that the Company may not be able to sustain its current cost controls, and that the Company may not be able to continue to raise capital as needed to fund its operations, competitive factors, technological developments, costs of developing, producing and selling pixantrone. Further 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 as well as other risks listed or described from time to time in the Company’s most recent filings with the Securities and Exchange Commission 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:

Dan Eramian

T: 206.272.4343

C: 206.854.1200

F: 206.272.4434

E: deramian@ctiseattle.com

www.celltherapeutics.com/media.htm

www.CellTherapeutics.com

Page 4 of 5

Investors Contact:

Ed Bell

T: 206.282.7100

Lindsey Jesch Logan

T: 206.272.4347

F: 206.272.4434

E: invest@ctiseattle.com

www.celltherapeutics.com/investors.htm

www.CellTherapeutics.com

Cell Therapeutics, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except for per share amounts)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Revenues:
License and contract revenue	$	—		$	20		$	319		$	60
Total revenues		—			20			319			60
Operating expenses, net:
Research and development		5,101			7,602			19,375			22,878
Selling, general and administrative		7,893			19,667			39,378			38,997
Restructuring charges and related gain on sale of assets, net		—			(178	)		—			3,766
Gain on sale of investment in joint venture		—			—			—			(10,244	)
Total operating expenses, net		12,994			27,091			58,753			55,397
Loss from operations		(12,994	)		(27,071	)		(58,434	)		(55,337	)
Other income (expense):
Investment and other income (expense), net		(23	)		26			240			97
Interest expense		(385	)		(826	)		(1,948	)		(4,026	)
Amortization of debt discount and issuance costs		(166	)		(227	)		(600	)		(5,575	)
Foreign exchange gain (loss)		1,000			183			(300	)		278
Debt conversion expense		—			—			(2,031	)		—
Make-whole interest expense		—			—			—			(6,345	)
Gain on derivative liabilities, net		—			—			—			7,218
Gain on exchange of convertible notes		—			180			—			7,381
Equity loss from investment in joint venture		—			—			—			(1,204	)
Milestone modification expense		—			(6,000	)		—			(6,000	)
Settlement expense, net		—			(1,342	)		—			(4,710	)
Net loss before noncontrolling interest		(12,568	)		(35,077	)		(63,073	)		(68,223	)
Noncontrolling interest		46			53			149			205
Net loss attributable to CTI		(12,522	)		(35,024	)		(62,924	)		(68,018	)
Gain on restructuring of preferred stock		—			—			—			2,116
Preferred stock dividends		—			—			—			(24	)
Deemed dividends on preferred stock		(3,085	)		(13,812	)		(50,519	)		(23,460	)
Net loss attributable to CTI common shareholders	$	(15,607	)	$	(48,836	)	$	(113,443	)	$	(89,386	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.09	)	$	(0.17	)	$	(0.21	)
Shares used in calculation of basic and diluted net loss per common share		711,549			527,204			659,244			420,520

Balance Sheet Data:	(amounts in thousands)
	September 30, 2010			December 31, 2009
	(unaudited)
Cash and cash equivalents	$	17,268		$	37,811
Working capital		(5,792	)		(21,694	)
Total assets		46,613			69,595
Convertible debt		22,172			62,142
Accumulated deficit		(1,542,526	)		(1,429,083	)
Total shareholders’ deficit		(5,716	)		(18,769	)