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CTIC > SEC Filings for CTIC > Form 8-K on 30-Mar-2009All Recent SEC Filings

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Form 8-K for CELL THERAPEUTICS INC


30-Mar-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure.

The information provided pursuant to this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or incorporated by reference into those filings of the Company that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act. The information furnished pursuant to this Item 7.01 shall instead be deemed "furnished."

Pursuant to a request from CONSOB, the Italian securities regulatory authority, Cell Therapeutics, Inc. (the "Company") issued a press release in Italy on March 30, 2009 (the "Press Release"), relating to certain requested financial information for the month ended February 28, 2009 and other information. An English translation of the Press Release is attached as Exhibit 99.1 and incorporated by reference herein. The financial information contained in the Press Release was prepared at the instruction of CONSOB pursuant to Section 114, paragraph 5, of the Unified Financial Act. In communications with CONSOB about their request that certain unaudited and estimated financial information be disclosed by the Company, the Company advised CONSOB that the information is not required to be disclosed in the United States by public companies under the U.S. securities laws. The Company further advised CONSOB that any such financial information has not been reviewed or audited by the Company's independent auditors as such reviews only occur on a quarterly basis in connection with the requirements of Form 10-Q Quarterly Reports which are prepared for the first three quarters of the year, and in connection with the annual audit of the Company's year end financial statements which is included in the Company's Annual Form on Form 10-K. The Company further advised CONSOB that any such financial information could not be prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), as promulgated by the Financial Accounting Standards Board.

The financial information contained in the Press Release does not conform to U.S. GAAP because the Company has not concluded its consideration of authoritative literature and guidelines, including the guidelines established by FAS 133 "Accounting for Derivatives and other Hedging Activities," in the preparation of the information. Accordingly, the data presented in the information does not reflect the Fair Market Value assessments of the Company's convertible debt, convertible preferred stock and the underlying derivative instruments under U.S. GAAP as such instruments are presented in the Company's quarterly and annual financial statements and therefore should not be relied on for investment purposes. In addition, the information may deviate from reported values as reported in accordance with U.S. GAAP in the Company's reviewed quarterly financial statements and audited year-end financial statements.

In addition, the information contained in the Press Release may constitute non-GAAP financial measures within the meaning of Regulation G of U.S. securities law. These non-GAAP financial measures are being provided solely at the instruction of CONSOB and are not presented as or intended to be an alternative to U.S. GAAP financial information. The Company is unable to provide a reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures, because no such comparable U.S. GAAP financial measures exist or are available at the time, as the Company's year-end review and audit process has not yet been completed.

Investors are urged to refer to the Company's financial statements prepared in accordance with U.S. GAAP, including a more detailed description of the terms of the convertible debt and convertible preferred stock, and the risk factors listed or described from time to time in the Company's filings with the Securities and Exchange Commission including, without limitation, the Company's filings on Forms 10-K, 8-K, and 10-Q.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

   99.1           English Translation of Press Release of Cell Therapeutics, Inc.
                  dated March 30, 2009.

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