ctic-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-28386

CTI BIOPHARMA CORP.

(Exact name of registrant as specified in its charter)


Delaware						91-1533912
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3101 Western Avenue
Suite 800
Seattle
Washington						98121
(Address of principal executive offices)						(Zip Code)

(206) 282-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CTIC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Outstanding at October 31, 2022
Common Stock, par value $0.001 per share						126,894,203

CTI BIOPHARMA CORP.

TABLE OF CONTENTS


						PAGE
PART I - FINANCIAL INFORMATION

ITEM 1: Financial Statements (unaudited)						4

Condensed Balance Sheets						4

Condensed Statements of Operations						5

Condensed Statements of Comprehensive Loss						6

Condensed Statements of Changes in Stockholders' (Deficit) Equity						7

Condensed Statements of Cash Flows						9

Notes to Condensed Financial Statements						10

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations						20

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk						29

ITEM 4: Controls and Procedures						29

PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings						30

ITEM 1A: Risk Factors						30

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds						30

ITEM 3: Defaults upon Senior Securities						30

ITEM 4: Mine Safety Disclosures						30

ITEM 5: Other Information						30

ITEM 6: Exhibits						31

Signatures						32

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CTI BIOPHARMA CORP.

CONDENSED BALANCE SHEETS

(In thousands, except share amounts)

(unaudited)


	September 30, 2022		December 31, 2021

ASSETS
Current assets:
Cash and cash equivalents	$	32,048	$	65,446

Short-term investments	49,591		—
Accounts receivable, net	10,592		—

Inventories	1,147		—
Prepaid expenses and other current assets	3,557		2,933
Total current assets	96,935		68,379
Property and equipment, net	—		176
Intangible assets, net	23,757		—
Other assets	2,774		3,879
Total assets	$	123,466	$	72,434

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	2,443	$	3,891
Accrued expenses	26,574		12,720

Current portion of long-term debt	—		47,380
Other current liabilities	753		2,660
Total current liabilities	29,770		66,651

Long-term debt	47,802		—
Royalty financing obligation	60,291		—
Other liabilities	2,440		2,016
Total liabilities	140,303		68,667
Commitments and contingencies
Stockholders' (deficit) equity:
Preferred stock, $0.001 par value per share:
Authorized shares - 33,333 as of September 30, 2022 and December 31, 2021
Series O Preferred Stock, 0 share and 12,575 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively (Aggregate liquidation preference of $0 and $25,150 as of September 30, 2022 and December 31, 2021, respectively)	—		—
Series X Preferred Stock, 3,047 shares and 3,794 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively (Aggregate liquidation preference of $30,470 and $37,940 as of September 30, 2022 and December 31, 2021, respectively.)	—		—
Series X1 Preferred Stock, 600 shares issued and outstanding as of September 30, 2022 and December 31, 2021 (Aggregate liquidation preference of $15,000 as of September 30, 2022 and December 31, 2021)	—		—
Common stock, $0.001 par value per share:
Authorized shares - 266,500,000 as of September 30, 2022 and December 31, 2021
Issued and outstanding shares - 126,879,194 and 99,763,922 as of September 30, 2022 and December 31, 2021, respectively	127		100
Additional paid-in capital	2,484,574		2,429,582
Accumulated other comprehensive loss	(89)		—
Accumulated deficit	(2,501,449)		(2,425,915)


Total stockholders' (deficit) equity	(16,837)		3,767
Total liabilities and stockholders' (deficit) equity	$	123,466	$	72,434

See accompanying notes.

CTI BIOPHARMA CORP.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Net product sales	$	18,241	$	—	$	32,865	$	—


Operating costs and expenses:
Cost of sales	1,152		—		2,347		—
Research and development	8,220		9,717		24,973		28,454
Selling, general and administrative	21,498		13,664		61,134		31,503

Other operating (income) expenses	(411)		—		10,612		—
Total operating costs and expenses	30,459		23,381		99,066		59,957
Loss from operations	(12,218)		(23,381)		(66,201)		(59,957)
Non-operating expenses:
Interest expense, net	(3,564)		(653)		(9,388)		(1,007)




Other non-operating income (expenses)	77		(145)		55		(156)
Total non-operating expenses	(3,487)		(798)		(9,333)		(1,163)


Net loss	$	(15,705)	$	(24,179)	$	(75,534)	$	(61,120)



Basic and diluted net loss per common share	$	(0.13)	$	(0.26)	$	(0.69)	$	(0.70)


Shares used in calculation of basic and diluted net loss per common share	121,597		93,823		110,066		87,574

See accompanying notes.

CTI BIOPHARMA CORP.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(15,705)	$	(24,179)	$	(75,534)	$	(61,120)
Other comprehensive loss:



Change in unrealized loss on marketable securities	(18)		—		(89)		(2)
Other comprehensive loss	(18)		—		(89)		(2)
Comprehensive loss	$	(15,723)	$	(24,179)	$	(75,623)	$	(61,122)

See accompanying notes.

CTI BIOPHARMA CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

(In thousands)

(unaudited)


							Additional		Accumulated Other				Total
	Preferred Stock			Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Income (loss)		Deficit		Equity (Deficit)
Balance at January 1, 2022	17	$	—	99,764	$	100	$	2,429,582	$	—	$	(2,425,915)	$	3,767
Issuance of common stock, net (At-the-market equity facility)	—	—		794	1		3,750		—		—		3,751
Equity-based compensation	—	—		—	—		1,679		—		—		1,679
Exercise of stock options	—	—		60	—		61		—		—		61
Net loss	—	—		—	—		—		—		(37,175)		(37,175)

Balance at March 31, 2022	17	$	—	100,618	$	101	$	2,435,072	$	—	$	(2,463,090)	$	(27,917)
Issuance of common stock, net (At-the-market equity facility)	—	—		8,587	8		41,459		—		—		41,467
Conversion of Series X preferred stock to common stock	—	—		4,110	4		(4)		—		—		—
Equity-based compensation	—	—		—	—		2,539		—		—		2,539
Exercise of stock options and shares issued under employee stock purchase plan	—	—		816	1		1,361		—		—		1,362
Net loss	—	—		—	—		—		—		(22,654)		(22,654)
Other comprehensive loss	—	—		—	—		—		(71)		—		(71)
Balance at June 30, 2022	17	$	—	114,131	$	114	$	2,480,427	$	(71)	$	(2,485,744)	$	(5,274)
Conversion of Series O preferred stock to common stock	(13)	—		8,383	8		(8)		—		—		—
Conversion of Series X preferred stock to common stock	—	—		3,360	4		(4)		—		—		—
Equity-based compensation	—	—		—	—		2,822		—		—		2,822
Exercise of stock options	—	—		1,005	1		1,337		—		—		1,338
Net loss	—	—		—	—		—		—		(15,705)		(15,705)
Other comprehensive loss	—	—		—	—		—		(18)		—		(18)
Balance at September 30, 2022	4	$	—	126,879	$	127	$	2,484,574	$	(89)	$	(2,501,449)	$	(16,837)


							Additional		Accumulated Other				Total
	Preferred Stock			Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Income (loss)		Deficit		Equity
Balance at January 1, 2021	17	$	—	75,897	$	76	$	2,367,958	$	2	$	(2,328,007)	$	40,029
Issuance of common stock, net (At-the-market equity facility)	—	—		858	1		2,961		—		—		2,962
Equity-based compensation	—	—		—	—		932		—		—		932
Cancellation of restricted stock	—	—		(4)	—		—		—		—		—
Net loss	—	—		—	—		—		—		(

SEC Form 10-Q filed by CTI BioPharma Corp. (DE)