Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221382
PROSPECTUS SUPPLEMENT
(To Prospectus dated
January 31, 2018)
Up to 60,000,000 Shares of Common Stock
Up to 4,500 Shares of Series X Convertible Preferred Stock
We are conducting a rights offering pursuant to which we are distributing to holders of our common stock and our Series O Convertible Preferred Stock (the
Series O Preferred), at no charge, non-transferable subscription rights to purchase shares of our common stock and/or our Series X Convertible Preferred Stock (the Series X Preferred)
with an aggregate offering value of $60,000,000. For each share of common stock (including shares of common stock issuable upon conversion of the Companys outstanding shares of Series O Preferred) for which you are the holder of record as of
5:00 p.m., New York Time on February 13, 2020, you will receive 0.90412 rights to purchase shares of our common stock (subject to the aggregate offering threshold and certain ownership limitations) or, as described below, an equivalent value of
shares of Series X Preferred. Each whole subscription right will allow you to subscribe for one share of common stock (or an equivalent value of shares of Series X Preferred) on the terms described in this prospectus supplement.
The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle
you to purchase one share of our common stock at a subscription price of $1.00 per share (the Subscription Price) (or a portion of one share of Series X Preferred on the terms described below).
Any participant in the rights offering that, following exercise of such participants subscription right would be or become a holder of greater than 9.9%
of the outstanding number of shares of our common stock following the offering may elect to instead purchase Series X Preferred at a purchase price of $10,000 per share (ratably adjusted for fractional shares), and any such holder so electing would
have a right to purchase 1/10,000th of a share of Series X Preferred for each share of common stock it had a right to purchase pursuant to its subscription rights. Each share of Series X Preferred
will be convertible into 10,000 shares of common stock at the election of the holder, subject to beneficial ownership conversion limits applicable to the Series X Preferred. The Series X Preferred will generally have no voting rights, except as
required by law, and will participate pari passu (on an as-converted basis) with any distribution of proceeds to holders of common stock and Series O Preferred, in the event of the Companys
liquidation, dissolution or winding up or the payment of a dividend on shares of our common stock.
The subscription rights may be exercised at any time
during the subscription period, which will commence on February 14, 2020. The subscription rights will expire if they are not exercised by 5:00 p.m., New York time, on March 2, 2020, unless we extend the rights offering period. We reserve
the right to extend the rights offering period at our sole discretion, subject to certain limitations described herein. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering period.
All exercises of subscription rights are irrevocable. Our Board of Directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned to anyone else and will not
be listed for trading on any stock exchange or market.
The shares of common stock and Series X Preferred are being offered directly by us without the
services of an underwriter or selling agent.
Following the expiration of the offering period, we will offer certain of our current investors or funds
managed by such investors (our Investors), and/or their respective transferee(s) or assignee(s), the opportunity to subscribe for the remaining portion (if any) of shares offered but not sold hereunder (the Remaining Shares),
with the total gross offering proceeds not to exceed $60,000,000. A member of our Board of Directors, Matthew Perry, is president of BVF Partners L.P. (BVF), one of the Investors. See the section titled Description of the Rights
OfferingThe Subscription Rights for additional information.
We have separately entered into an Investment Agreement pursuant to which the
Investors have agreed to purchase from us a number of shares of common stock or Series X Preferred, as applicable, with an aggregate face value equal to the unsubscribed portion (if any) that remains following the expiration of the offering period
and following the expiration of the Investors right to purchase some or all of the Remaining Shares. See the section titled Description of the Backstop Commitment for additional information.
We reserve the right to cancel the rights offering at any time for any reason. If we cancel the rights offering, all subscription payments received by the
subscription agent, who is our transfer agent, will be returned, without interest or penalty, as soon as practicable.
Our common stock is traded on The
Nasdaq Capital Market under the symbol CTIC. On February 13, 2020, the last reported sales price of our common stock on The Nasdaq Capital Market was $1.32 per share.
The exercise of your subscription rights for shares of our common stock and/or Series X Preferred involves risks. You should carefully consider all of the
information set forth in this prospectus supplement and the accompanying prospectus, including the risk factors beginning on page S-14 of this prospectus supplement as well as the risk factors and other
information in any documents we incorporate by reference into this prospectus supplement and the accompanying prospectus before exercising your subscription rights. See Where You Can Find Additional Information and Incorporation by
Certain Information by Reference.
If you have any questions or need further information about this rights offering, please call Georgeson LLC, our
information agent for this rights offering, at (888) 613-9988 (toll-free).
An investment in our common stock
and/or our Series X Preferred involves risks. Before making an investment decision, you should carefully review the information under Risk Factors beginning on page S-14 of this prospectus supplement
and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent
to our filing of such Annual Report, each of which has been filed with the Securities and Exchange Commission and each of which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 14, 2020