Item 5. Other Information
Item 5.
Other Information.
Unregistered Sales of Equity Securities
In
connection with the Sales Agreement, on August 12, 2022, we became aware that the Registration Statement expired on June 21,
2022. Prior to becoming aware of the expiration, we sold an aggregate of 3,117,100 shares of our common stock following the expiration
of the Registration Statement and August 12, 2022 at an average price of approximately $1.44 per share for an aggregate of approximately
$4,494,496 under the Registration Statement pursuant to the Sales Agreement. Because the Registration Statement had already expired, the
Sales could be determined to be unregistered sales of securities, which could subject us to enforcement actions or penalties and fines
by federal or state regulatory authorities. In accordance with Section 5 of the Securities Act, direct purchasers in the Sales may
have rescission rights pursuant to which they may be entitled to recover the amount paid for such shares, plus statutory interest, upon
returning the shares to us within one year from the transaction date. If all purchasers in the Sales demanded rescission and it was determined
that every such purchaser were entitled to such rights, we may be obligated to repay an aggregate of approximately $4,494,496 for the
Sales, excluding statutory interest. If purchasers successfully seek rescission and/or damages, and/or the SEC and/or state securities
agencies impose financial penalties on us which are not covered by insurance, we may not have sufficient resources to make the necessary
payments, and any such claims, damages or penalties could have a material adverse effect on our stock price, business prospects, results
of operations, and financial condition. We cannot predict the likelihood of any claims or actions being brought against us or the amount
of any penalties or fines in connection with the Sales. Since becoming aware of the expiration of the Registration Statement, we have
not offered any securities under the Registration Statement, and will not do so until a new shelf registration statement becomes effective.
Termination of a Material
Definitive Agreement
As
previously disclosed, on August 12, 2021, we entered into the Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”),
pursuant to which we could offer and sell, at our option, shares of our common stock for aggregate gross sales proceeds of up to $50,000,000,
from time to time, through an “at the market” equity offering program under which Cantor acted as agent.
On
August 15, 2022, we and Cantor mutually agreed to terminate the Sales Agreement effective immediately. We will not incur any material
early termination penalties in connection with the termination of the Sales Agreement.
This
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales
Agreement filed as Exhibit 1.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the
Securities and Exchange Commission on August 12, 2021.
Item 6. Exhibits
Exhibit
Number
Description
31.1
Certification of Principal
Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (Incorporated by reference to Exhibit 31.1 to the Company’s Form 10-Q filed August 11, 2022).
31.2
Certification of Principal
Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (Incorporated by reference to Exhibit 31.2 to the Company’s Form 10-Q filed August 11, 2022).
31.3*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.4*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Incorporated by reference to Exhibit 32.1 to the Company’s Form 10-Q filed August 11, 2022).
32.2
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Incorporated by reference to Exhibit 32.2 to the Company’s Form 10-Q filed August 11, 2022).
101
The following materials from
Cyclacel Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted
in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated
Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.
104
The cover page from the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline eXtensible Business
Reporting Language (included with Exhibit 101).
*
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
CYCLACEL PHARMACEUTICALS, INC.
Date: August 16, 2022
By:
/s/ Paul McBarron
Paul McBarron
Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.