CELLCEUTIX CORPORATION (OTCMKTS:CTIX) Files An 8-K Entry into a Material Definitive Agreement

CELLCEUTIX CORPORATION (OTCMKTS:CTIX) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On March 28, 2017, Cellceutix Corporation (the Company) entered
into stock purchase agreements (the Stock Purchase Agreements)
with certain investors, to which the Company agreed to sell
2,471,912 shares of its Class A common stock at $0.89 per share
in a registered direct offering (the Offering), without an
underwriter or placement agent. The Offering closed on March 31,
2017. Net proceeds to the Company from the Offering were
approximately $2.2 million after deducting anticipated
transaction expenses of approximately $12,000. The Company
intends to use the net proceeds from the Offering for general
corporate purposes.

The Offering was registered to the Companys effective shelf
registration statement on Form S-3 (File No. 333-199725) (the
Registration Statement) and the related base prospectus included
in the Registration Statement, as supplemented by the prospectus
supplement dated March 28, 2017. A legal opinion addressing the
validity of the shares is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated into the Registration

The foregoing description of the terms and conditions of the
Stock Purchase Agreements is not complete and is qualified in its
entirety by the full text of the Stock Purchase Agreements, a
form of which is filed herewith as Exhibit 10.1 and incorporated
into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Opinion of Gary R. Henrie, Esq.


Form of Stock Purchase Agreement


Consent of Gary R. Henrie, Esq. (included in Exhibit5.1)


Cellceutix Corporation (Cellceutix) is a clinical-stage biopharmaceutical company. The Company is engaged in developing therapies with oncology, dermatology and antimicrobial applications. Cellceutix owns the rights to various drug compounds, including Kevetrin (thioureidobutyronitrile), which is its anti-cancer compound; Prurisol (KM-133), which is in development for psoriasis, and Brilacidin, which is its drug in a class of compounds known as defensin-mimetics. The Company’s clinical trials focus on evaluating its drug candidates, including Kevetrin for the treatment of cancers; Prurisol for the treatment of psoriasis, and Brilacidin for treatments of skin infections, prevention of oral mucositis complicating chemoradiation treatment for cancer, and ulcerative proctitis. The Company focuses on developing small molecule therapies to treat diseases in the areas of cancer, antibiotics and inflammatory disease. Kevetrin is a small molecule compound that induces activation of p53.


CELLCEUTIX CORPORATION (OTCMKTS:CTIX) closed its last trading session up +0.01 at 1.00 with 146,594 shares trading hands.

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