Exhibit 99.3
FORM OF LETTER TO NOMINEES
CTI BIOPHARMA CORP.
Subscription Rights to Purchase Shares of Common Stock and/or Series X Preferred Stock
February 14, 2020
To Securities Dealers, Commercial Banks
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with a rights offering (the “Rights Offering”) by CTI BioPharma Corp. (the “Company”) to the holders of record (the “Record Holders”) of its common stock, par value $0.001 per share (the “Common Stock”), including shares of Common Stock issuable upon conversion of the Company’s outstanding shares of series O convertible preferred stock, par value $0.001 (the “Series O Preferred”), as described in the prospectus supplement (and the accompanying prospectus) dated February 14, 2020 (the “Prospectus”). In the Rights Offering, Record Holders as of 5:00 p.m., New York City time, on February 13, 2020 (the “Record Date”), are receiving, at no charge,non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase up to an aggregate of 60,000,000 shares of Common Stock and/or up to 4,500 shares of the Company’s series X convertible preferred stock, par value $0.001 per share (“Series X Preferred” and collectively, the “Shares”).
The Subscription Rights will expire, if not exercised prior to 5:00 p.m., New York City time, onMarch 2, 2020, unless extended by the Company as described below (the “Expiration Time”).
As described in the Prospectus, each beneficial owner of shares of Common Stock held through you or your nominee is entitled to 0.90412 Subscription Rights for each share of Common Stock owned of record, or issuable upon conversion of the shares of the Company’s Series O Preferred owned of record, as of the Record Date. The total number of Subscription Rights issued will be rounded down to the nearest whole number. Each whole Subscription Right allows the holder thereof to subscribe for one share of Common Stock at a purchase price of $1.00 per share (the “Subscription Price”) (or an equivalent number of shares of Series X Preferred on the terms described in the Prospectus). Any participant in the rights offering, who following exercise of such participant’s Subscription Rights would become a holder of greater than 9.9% of the outstanding number of shares of Common Stock following the Rights Offering, may elect to instead purchase Series X Preferred at a purchase price of $10,000 per share (ratably adjusted for fractional shares). 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.
As further described in the Prospectus, the Company has entered into an Investment Agreement (the “Investment Agreement”) with the following existing stockholders of the Company (or affiliates thereof): BVF Partners L.P. (“BVF”), Stonepine Capital, L.P., OrbiMed Private Investments VI, LP and New Enterprise Associates, Inc. (collectively, the “Investors”), pursuant to which the Investors have agreed to, severally and not jointly, purchase from the Company any and all Shares not subscribed for in the Rights Offering, in the form of Common Stock and/or Series X Preferred, as further described in the Prospectus. Each Investor also will have the same right as other stockholders to subscribe for and purchase Shares under its Subscription Rights. The Investment Agreement with the Investors is described in more detail in the Prospectus. Mr. Matthew Perry, a member of the Company’s Board of Directors, is a representative of BVF. Mr. Perry recused himself from the approval by the Company’s Board of Directors of the Investment Agreement.
The Subscription Rights will expire and be of no value, if not exercised prior to the Expiration Time.
The Company may extend the Expiration Time by giving oral or written notice to the Subscription Agent prior to the Expiration Time. If the Company elects to extend the Expiration Time, it will issue a press release announcing such extension.