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CTIC > SEC Filings for CTIC > Form 8-K on 31-Jul-2013All Recent SEC Filings

Show all filings for CELL THERAPEUTICS INC

Form 8-K for CELL THERAPEUTICS INC


31-Jul-2013

Results of Operations and Financial Condition, Regulation FD Disclosure, Fi


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."

A. Monthly Italian Press Release

Pursuant to a request from CONSOB, the Italian securities regulatory authority, Cell Therapeutics, Inc. (the "Company") issued a press release in Italy on July 31, 2013 providing certain requested financial information for the month ended June 30, 2013 and other information (the "Monthly Italian Press Release") An English translation of the Monthly Italian Press Release is attached as Exhibit 99.1 and incorporated by reference herein. The financial information contained in the Monthly Italian Press Release was prepared at the instruction of CONSOB pursuant to Section 114, paragraph 5, of the Italian Legislative Decree no. 58/98. In communications with CONSOB about their request that certain estimated and unaudited financial information be disclosed by the Company, the Company advised CONSOB that the information is not otherwise 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 Quarterly Reports on Form 10-Q, 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 Reports 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.

In addition, the financial information contained in the Monthly Italian 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. Moreover, the information may deviate from values as reported in accordance with U.S. GAAP in the Company's reviewed quarterly financial statements and audited year-end financial statements.

Further, the information contained in the Monthly Italian Press Release may not be consistent with quarterly or annual financial information presented in accordance with U.S. GAAP. This information is being provided solely at the instruction of CONSOB, is not used by management to evaluate the Company's operating performance and is not presented as or intended to be an alternative to U.S. GAAP financial information. The Company is unable to reconcile this information 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 U.S. Securities and Exchange Commission including, without limitation, the Company's filings on Forms 10-K, 10-Q, and 8-K.

B. Quarterly Italian Press Release

On July 31, 2013, the Company issued a press release in Italy announcing, among other things, its financial results for the quarter ended June 30, 2013 and providing certain additional information requested by CONSOB about the Company (the "Quarterly Italian Press Release"). An English translation of the Quarterly Italian Press Release is attached as Exhibit 99.2 and incorporated by reference herein. The particular information provided at the request of CONSOB in the Quarterly Italian Press Release is set forth under the heading "Information required by CONSOB pursuant to section 114, paragraph 5, of the Italian Legislative Decree no. 58/98". The Company's press release issued in the United States pertaining to its financial results for the quarter ended June 30, 2013 has been furnished to the Commission on a separate Current Report on Form 8-K, also dated July 31, 2013.




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 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 except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 7.01 shall instead be deemed "furnished."

On July 31, 2013, the Company issued the Monthly Italian Press Release and the Quarterly Italian Press Release, each containing the information requested by CONSOB discussed above. English translations of the Monthly Italian Press Release and the Quarterly Italian Press Release are attached hereto as Exhibit 99.1 and 99.2, respectively.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.          Description

99.1         English Translation of Press Release of Cell Therapeutics, Inc. dated
             July 31, 2013.

99.2         English Translation of Press Release of Cell Therapeutics, Inc. dated
             July 31, 2013.


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