Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2018, CTI BioPharma Corp. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen
and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, par value $0.001 per share, having aggregate sales proceeds of up to $50,000,000, from time to time, through an “at the market” equity offering program
under which Cowen will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares,
including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to
the terms and conditions of the Sales Agreement, Cowen may sell the shares by methods deemed to be an
“at-the-market”
offering as defined in Rule 415
promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the common stock. Cowen will use commercially reasonable efforts in conducting such
sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. The Sales Agreement may be terminated by the Company upon five days’
notice to Cowen for any reason or by Cowen upon five days’ notice to the Company for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms
of the Sales Agreement, the Company may also sell shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale upon the express authorization of the Company.
The compensation to Cowen for sales of the Company’s common stock will be an amount equal to 3.0% of the gross proceeds of any shares of
common stock sold under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
The shares will be issued pursuant to the Company’s effective shelf registration statement on Form
S-3
(File
No. 333-221382)
(the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 7,
2017, as amended on November 21, 2017, December 5, 2017, January 24, 2018 and January 31, 2018. On the date hereof, the Company will file a prospectus supplement (the “Prospectus Supplement”) with the SEC in connection
with the offer and sale of the shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the shares of common stock being
offered is filed as Exhibit 5.1 to this Current Report on Form
8-K.