On July 22, 2009, Cell Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Rodman & Renshaw, LLC (the "Underwriter") to issue and sell 29,332,107 shares of the Company's common stock, no par value (the "Common Stock"), and warrants to purchase up to 7,333,027 shares of Common Stock, at a public offering price of $1.30 per share of Common Stock and warrant to purchase 0.25 shares of Common Stock (the "Offering"). Each warrant has an exercise price of $1.70 per share of Common Stock. The warrants are exercisable immediately upon the date of issuance and terminate nine months after the date of issuance. All shares and warrants were offered by the Company and were sold under the Company's registration statement on Form S-3 (File No. 333-158272), as supplemented by the prospectus supplement filed with the Securities and Exchange Commission on July 22, 2009. The Company granted the Underwriter a 30-day option to purchase up to 4,399,816 additional shares of Common Stock and warrants to purchase up to 1,099,954 additional shares of Common Stock to cover over-allotments and the Company announced on July 24, 2009 that the Underwriter elected to exercise the over-allotment option in full at the closing of the Offering. On July 28, 2009, the Company closed the Offering.

In connection with the Offering and as partial compensation for the Underwriter's services, the Company issued to the Underwriter a warrant to purchase up to 586,642 registered shares of Common Stock at an exercise price of $1.70 per share. This warrant is exercisable commencing on the date six months from the issuance date and expiring five years from the closing date of the Offering.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference.

A copy of the opinion of Karr Tuttle Campbell relating to the legality of the Common Stock and warrants is attached hereto as Exhibit 5.1.

In connection with the Offering, the Company issued to Trout Capital LLC a warrant to purchase up to 337,319 shares of Common Stock at an exercise price of $1.56 per share (the "Financial Advisor Warrant") for financial advisory services in connection with the Offering. The Financial Advisor Warrant was issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").

A copy of the Company's press release, entitled "Cell Therapeutics, Inc. Announces Closing of Public Offering of Common Stock and Warrants" is furnished and not filed pursuant to Item 7.01 as Exhibit 99.1 hereto. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

(d) Exhibits

Exhibit
Number       Description

 1.1         Underwriting Agreement, dated July 22, 2009, by and between Cell
             Therapeutics, Inc. and Rodman & Renshaw, LLC.

 4.1         Form of Common Stock Purchase Warrant.

 5.1         Opinion of Karr Tuttle Campbell.

99.1         Press Release, dated July 28, 2009, entitled "Cell Therapeutics, Inc.
             Announces Closing of Public Offering of Common Stock and Warrants."