SOUTH SAN FRANCISCO, CA--(Marketwired - Feb 12, 2015) - Threshold Pharmaceuticals, Inc. (NASDAQ: THLD) today announced the pricing of an underwritten offering of 8,300,000 shares of its common stock together with accompanying warrants to purchase an aggregate of 8,300,000 shares of common stock. The combined offering price of each share of common stock and accompanying warrant was $3.62. The net proceeds to Threshold from this offering are expected to be approximately $28.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by Threshold. Threshold expects to use the net proceeds from this offering for working capital and general corporate purposes, including research and development expenses, general and administrative expenses and manufacturing expenses.

All of the shares and accompanying warrants in the offering are to be sold by Threshold. The initial per share exercise price of the warrants is $10.86, subject to adjustment upon certain events. The warrants may be exercised at any time six months after the date of issuance and up to the fifth anniversary from the date of issuance. The offering is expected to close on or about February 18, 2015, subject to the satisfaction of customary closing conditions. Additional details regarding the offering will be included in a Form 8-K filed by Threshold with the Securities and Exchange Commission.

Jefferies LLC is acting as sole book-running manager for the offering. H.C. Wainwright & Co., LLC. is acting as lead manager for the offering.

A shelf registration statement on Form S-3 relating to the offering of the shares of common stock and warrants described above was filed with the Securities and Exchange Commission (the "SEC") and is effective. A preliminary prospectus supplement relating to the offering has been filed with the SEC and a final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's web site at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd floor, New York, NY 10022, telephone: (877) 547-6340, email: Prospectus_Department@Jefferies.com, or from H.C. Wainwright & Co., LLC by e-mailing placements@hcwco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Threshold Pharmaceuticals, Inc.
Threshold Pharmaceuticals, Inc. is a biotechnology company focused on the discovery and development of drugs targeting tumor hypoxia, the low oxygen condition found in the microenvironments of most solid tumors as well as the bone marrows of some patients with hematologic malignancies. This approach offers broad potential to treat a variety of cancers. By selectively targeting tumor cells, Threshold is building a pipeline of drugs that hold promise to be more effective and less toxic to healthy tissues than conventional anticancer drugs.

Forward-Looking Information is Subject to Risk and Uncertainty
 Certain of the statements made in this press release are forward looking, such as those, among others, relating to Threshold's expectations regarding the completion of the offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the offering and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that Threshold will be able to complete the offering on the anticipated terms, or at all. Additional risks and uncertainties relating to Threshold and its business can be found in Threshold's quarterly report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 3, 2014. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. Threshold expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.