Bio Green Med Solution, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CYCLACEL PHARMACEUTICALS, INC. FINANCIAL STATEMENTS ​ ​ Page ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) 60 Consolidated Balance Sheets as of December 31, 2020 and 2021 62 Consolidated Statements of Operations (Loss) for the years ended December 31, 2020 and 2021 63 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2020 and 2021 64 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020 and 2021 65 Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2021 66 Notes to Consolidated Financial Statements 67 ​ ​ ​ 59 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Cyclacel Pharmaceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cyclacel Pharmaceuticals, Inc. and its subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations (loss), comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ Clinical Trial Accrual and Expenses ​ As discussed in Note 2 and 8 of the consolidated financial statements, the Company’s total accrued expenses for research and development were $2.3 million at December 31, 2021, which included the estimated obligation for pre-clinical and clinical trial expenses incurred as of December 31, 2021, but not paid as of that date. The Company’s clinical trial expenses are based on the Company’s estimates of the level of services performed each period pursuant agreements with third parties that conduct research and development on the Company’s behalf, which results in an accrual or prepaid at period end. 60 Table of Contents ​ We identified the Company’s accrued clinical trial expenses as a critical audit matter because auditing the application of significant management judgment over the estimate of services provided but not yet invoiced required significant audit effort and a high degree of auditor judgment and subjectivity to evaluate the audit evidence obtained. Specifically, the amount of accrued clinical trial expenses recognized is dependent on the availability of information to make the estimate, including information from multiple sources, the level of effort expended as of the balance sheet date and the associated cost of such services. Additionally, due to the timing of invoicing received from third parties, the actual amounts incurred are not typically known on the date the Company issues its financial statements. ​ Our audit procedures to evaluate the Company’s estimate of services incurred as of period end pursuant to its clinical trials included, among others: ​ ● We tested the accuracy and completeness of the underlying data used in the estimates and evaluated the significant assumptions stated above that are used by management to estimate the recorded amounts. ​ ● To assess the reasonableness of the significant assumptions, we obtained information regarding the nature and extent of progress of clinical trials from the Company’s research and development personnel that oversee the clinical trials and obtained information directly from third parties which indicated the third parties’ estimate of costs incurred to date. ​ ● To evaluate the completeness and valuation of the accrual clinical trial expenses, we compared invoices received by the Company subsequent to December 31, 2021, to the amounts recognized by the Company as of that date. ​ ● We inspected the Company’s contracts with third parties and any pending change orders to assess the impact to the amounts recorded. ​ ​ ​ /s/ RSM US LLP We have served as the Company’s auditor since 2013. ​ New York, New York March 30, 2022 ​ 61 Table of Contents ​ CYCLACEL PHARMACEUTICALS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2021 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 33,406 ​ $ 36,559 Prepaid expenses and other current assets ​ 2,063 ​ 4,383 Total current assets ​ 35,469 ​ 40,942 Property and equipment, net ​ 106 ​ 64 Right-of-use lease asset ​ ​ 1,227 ​ ​ 30 Non-current deposits ​ ​ — ​ ​ 1,551 Total assets ​ $ 36,802 ​ $ 42,587 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 514 ​ $ 2,117 Accrued and other current liabilities ​ 1,972 ​ 3,177 Total current liabilities ​ 2,486 ​ 5,294 Lease liability ​ ​ 1,057 ​ ​ 30 Total liabilities ​ 3,543 ​ 5,324 Stockholders’ equity: ​ ​ Preferred stock, $ 0.001 par value; 5,000,000 shares authorized at December 31, 2020 and December 31, 2021; ​ ​ 6 % Convertible Exchangeable preferred stock; 335,273 shares issued and outstanding at December 31, 2020 and December 31, 2021. Aggregate preference in liquidation of  $ 4,006,512 as of December 31, 2020 and December 31, 2021. ​ — ​ — Series A convertible preferred stock, $ 0.001 par value; 264 shares issued and outstanding at December 31, 2020 and December 31, 2021. ​ — ​ — Series B convertible preferred stock, $ 0.001 par value; 237,745 shares issued and outstanding at December 31, 2020 and December 31, 2021. ​ — ​ — Common stock, $ 0.001 par value; 100,000,000 shares authorized at December 31, 2020 and December 31, 2021; 6,246,896 and 9,993,135 shares issued and outstanding at December 31, 2020 and December 31, 2021. ​ 6 ​ 10 Additional paid-in capital ​ 400,071 ​ 422,960 Accumulated other comprehensive loss ​ ( 746 ) ​ ( 748 ) Accumulated deficit ​ ( 366,072 ) ​ ( 384,959 ) Total stockholders’ equity ​ 33,259 ​ 37,263 Total liabilities and stockholders’ equity ​ $ 36,802 ​ $ 42,587 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 62 Table of Contents CYCLACEL PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS) (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2020 2021 ​ ​ ​ ​ ​ ​ ​ Revenues ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ Research and development ​ 4,759 ​ 15,477 General and administrative ​ 5,877 ​ 7,461 Total operating expenses ​ 10,636 ​ 22,938 Operating loss ​ ( 10,636 ) ​ ( 22,938 ) Other income (expense): ​ ​ Foreign exchange gains (losses) ​ 22 ​ 44 Interest income ​ 42 ​ 16 Other income, net ​ 891 ​ 144 Total other income, net ​ 955 ​ 204 Loss before taxes ​ ( 9,681 ) ​ ( 22,734 ) Income tax benefit ​ 1,236 ​ 3,847 Net loss ​ ( 8,445 ) ​ ( 18,887 ) Dividend on convertible exchangeable preferred shares ​ ( 201 ) ​ ( 201 ) Beneficial conversion feature of Series B preferred stock ​ ( 3,775 ) ​ — Net loss applicable to common shareholders ​ $ ( 12,421 ) ​ $ ( 19,088 ) Basic and diluted earnings per common share: ​ ​ Net loss per share – basic and diluted ​ $ ( 3.42 ) ​ $ ( 2.14 ) Weighted average common shares outstanding ​ 3,633,385 ​ 8,926,173 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 63 Table of Contents CYCLACEL PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2021 Net loss ​ $ ( 8,445 ) ​ $ ( 18,887 ) Translation adjustment ​ ( 7,491 ) ​ 2,123 Unrealized foreign exchange gain (loss) on intercompany loans ​ 7,564 ​ ( 2,125 ) Comprehensive loss ​ $ ( 8,372 ) ​ $ ( 18,889 ) ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 64 Table of Contents CYCLACEL PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional Other ​ ​ ​ Total ​ Preferred Stock Common Stock Paid-in Comprehensive Accumulated Stockholders’ ​ Shares Amount Shares Amount Capital Loss Deficit Equity Balances at December 31, 2019 ​ 335,537 ​ $ — 859,998 ​ $ 1 ​ $ 370,142 ​ $ ( 819 ) ​ $ ( 357,627 ) ​ $ 11,697 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issue of common stock, preferred stock and associated warrants on underwritten offering, net of expenses 237,745 ​ — 4,485,898 ​ 4 ​ 21,441 ​ — ​ — ​ 21,445 Beneficial conversion feature of Series B preferred stock — ​ — — ​ — ​ 3,775 ​ — ​ — ​ 3,775 Warrant & stock option exercises — ​ — 901,000 ​ 1 ​ 4,484 ​ — ​ — ​ 4,485 Stock-based compensation — ​ — — ​ — ​ 430 ​ — ​ — ​ 430 Preferred stock dividends — ​ — — ​ — ​ ( 201 ) ​ — ​ — ​ ( 201 ) Unrealized foreign exchange on intercompany loans ​ — ​ — — ​ — ​ — ​ 7,564 ​ — ​ 7,564 Translation adjustment ​ — ​ — — ​ — ​ — ​ ( 7,491 ) ​ — ​ ( 7,491 ) Loss for the period ​ — ​ — — ​ — ​ — ​ — ​ ( 8,445 ) ​ ( 8,445 ) Balances at December 31, 2020 573,282 ​ $ — 6,246,896 ​ $ 6 ​ $ 400,071 ​ $ ( 746 ) ​ $ ( 366,072 ) ​ $ 33,259 Issue of common stock and associated warrants on underwritten offering, net of expenses ​ — ​ — 2,078,214 ​ 2 ​ 13,500 ​ — ​ — ​ 13,502 Issue of common stock in At Market Issuance sales agreement, net of expenses ​ — ​ — 563,814 ​ 1 ​ 3,869 ​ — ​ — ​ 3,870 Warrant & stock option exercises — ​ — 909,007 ​ 1 ​ 4,564 ​ — ​ — ​ 4,565 Stock-based compensation ​ — ​ — — ​ — ​ 1,157 ​ — ​ — ​ 1,157 Preferred stock dividends ​ — ​ — — ​ — ​ ( 201 ) ​ — ​ — ​ ( 201 ) Unrealized foreign exchange on intercompany loans — ​ — — ​ — ​ — ​ ( 2,125 ) ​ — ​ ( 2,125 ) Translation adjustment — ​ — — ​ — ​ — ​ 2,123 ​ — ​ 2,123 Loss for the period — ​ — — ​ — ​ — ​ — ​ ( 18,887 ) ​ ( 18,887 ) Balances at December 31, 2021 573,282 ​ $ — 9,797,930 ​ $ 10 ​ $ 422,960 ​ $ ( 748 ) ​ $ ( 384,959 ) ​ $ 37,263 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 65 Table of Contents CYCLACEL PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2020 2021 Operating activities: ​ ​ ​ ​ Net loss ​ $ ( 8,445 ) ​ $ ( 18,887 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation ​ ​ 20 ​ ​ 43 Stock-based compensation ​ ​ 430 ​ ​ 1,157 Changes in lease liability ​ ​ ( 93 ) ​ ​ 172 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Prepaid expenses and other assets ​ ​ 124 ​ ​ ( 3,931 ) Accounts payable, accrued and other current liabilities ​ ​ 30 ​ ​ 2,906 Net cash used in operating activities ​ ​ ( 7,934 ) ​ ​ ( 18,540 ) Investing activities: ​ ​ ​ ​ Purchase of property, plant and equipment ​ ​ ( 96 ) ​ ​ ( 27 ) Net cash used in investing activities ​ ​ ( 96 ) ​ ​ ( 27 ) Financing activities: ​ ​ ​ ​ Proceeds from issuing common stock and warrants, net of issuance costs ​ ​ 25,160 ​ ​ 17,371 Proceeds from the exercise of stock options and warrants, net of issuance costs ​ ​ 4,545 ​ ​ 4,567 Payment of preferred stock dividend ​ ​ ( 201 ) ​ ​ ( 201 ) Net cash provided by financing activities ​ ​ 29,504 ​ ​ 21,737 ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ ​ 47 ​ ​ ( 17 ) Net increase in cash and cash equivalents ​ ​ 21,521 ​ ​ 3,153 Cash and cash equivalents, beginning of period ​ ​ 11,885 ​ ​ 33,406 Cash and cash equivalents, end of period ​ $ 33,406 ​ $ 36,559 Supplemental cash flow information: ​ ​ ​ ​ Cash received during the period for: ​ ​ ​ ​ Interest ​ ​ 42 ​ ​ 17 Research & Development Tax Credits ​ ​ 1,291 ​ ​ 1,358 ​ ​ ​ ​ ​ ​ ​ Non cash financing activities: ​ ​ ​ ​ Accrual of preferred stock dividends ​ ​ 50 ​ ​ 50 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 66 Table of Contents CYCLACEL PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization of the Company and Basis of Presentation Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “the Company”) is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation and mitosis control biology. Cyclacel is a pioneer company in the field of cancer cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines that can overcome resistance and ultimately increase a patient’s overall survival. As of December 31, 2021, substantially all efforts of the Company to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, the fact that drug candidates developed by the Company typically will require approvals or clearances from the FDA, EMA or other similar regulatory agencies in other countries prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If any of the Company’s drug candidates are denied approval or clearance or such approval is delayed, or if the Company is unable to obtain the necessary financing to complete development and approval, there will be a material adverse impact on the Company’s financial condition and results of operations. Through December 31, 2021, the Company has funded all of its operations and capital expenditures with proceeds from the issuance of public equity securities, private placements of securities, government grants, research and development tax credits, interest on investments, royalty income, product revenue and licensing revenue. The Company has incurred recurring losses since its inception, including net losses of $8.5 million and $ 18.9 million for the years ended December 31, 2020 and 2021, respectively. As of December 31, 2021, the Company had an accumulated deficit of $ 385.0 million. The Company expects to continue to generate operating losses for the foreseeable future due to, among other things, costs related to the clinical development of its drug candidates, its preclinical programs and its administrative organization. Going Concern Management deems that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. The Company expects that its cash of $ 36.6 million as of December 31, 2021 will be sufficient to fund its operating expenses and capital expenditure requirements through mid-2023. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its liquidity sources b. The Company’s conditional and unconditional obligations due or anticipated within one year c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows, and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. 67 Table of Contents The future viability of the Company beyond mid-2023 is dependent on its ability to raise additional capital to finance its operations. The Company does not currently have sufficient funds to complete development and commercialization of any of its drug candidates. Additional funding may not be available to the Company on favorable terms, or at all. If the Company is not able to secure additional funding when needed, it may have to delay, reduce the scope of or eliminate one or more of its clinical trials or research and development programs or make changes to its operating plan. In addition, it may have to partner one or more of its product candidate programs at an earlier stage of development, which would lower the economic value of those programs to the Company. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP and include the financial statements of Cyclacel Pharmaceuticals, Inc. and all of the Company’s wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. ​ ​ 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates include inputs used to determine clinical trial accruals and stock-based compensation expense. Cyclacel reviews its estimates on an ongoing basis. The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements. Foreign Currency and Currency Translation Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans that are of a long-term-investment nature, are recorded in other comprehensive loss. Cash and Cash Equivalents Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet Cyclacel’s cash flow requirements and to attain a market rate of return. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. 68 Table of Contents The Company’s cash and cash equivalents balance at December 31, 2021 was $ 36.6 million and it maintains its cash accounts in several entities both within the United States and the United Kingdom. The cash balances for amounts held in the United States are insured by the Federal Deposit Insurance Corporation, or FDIC up to $ 250,000 per account. The Company has cash balances exceeding the balance insured by the FDIC that totaled approximately $ 35.9 million at December 31, 2021. The cash balances for amounts held in the United Kingdom are insured by the UK Government Financial Services Compensation Scheme, or FSCS up to £ 85,000 per account. The Company has cash balances exceeding the balance insured by the FSCS that totaled approximately $ 0.33 million at December 31, 2021. Property and Equipment The components of property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three to five years . Amortization of leasehold improvements is performed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, currently less than one year. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss on sale is reflected as a component of operating income or loss. Expenditures for maintenance and repairs are charged to operating expenses as incurred. Impairment of Long-lived Assets The Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset (or asset group) exceeds its fair value. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. 69 Table of Contents Segments The Company is managed and operated as one business which is focused on using cell cycle, transcriptional regulation and mitosis control biology to develop innovative, targeted medicines for cancer and other proliferative diseases. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment with development operations in two geographic areas, namely the United States and the United Kingdom. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers . The Company had no revenue in 2020 or 2021 under such contracts. Royalty income, if any, is recognized when the licensee sells the underlying product to which the royalty relates. Other Income Other income is primarily related to royalty income received under a historical Asset Purchase Agreement for activities which are not part of the Company’s ongoing operations and activities. Research and Development Costs Research and development expenses consist primarily of costs associated with the development of the Company’s product candidates, including upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation. Expenditures relating to research and development are expensed as incurred. Clinical Trial Accounting Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations, or CROs or clinical research associates, or CRAs in accordance with the Company’s standard operating procedures. Typically, CROs and CRAs bill monthly for services performed, and others bill based upon milestones achieved. The Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period. Clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial. Patent Costs Patent prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain. Leases The Company accounts for lease contracts in accordance with ASC 842. As of December 31, 2020 and 2021, all of the Company’s leases are classified as operating leases. 70 Table of Contents The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how a loan would be repaid (e.g., amortizing versus bullet), and the Company’s credit risk. The Company evaluates options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as: ● The lease payments due in any optional period; ● Penalties for failure to exercise (or not exercise) the option; ● Market factors, such as the availability of similar assets and current rental rates for such assets; ● The nature of the underlying leased asset and its importance to the Company’s operations; and ● The remaining useful lives of any related leasehold improvements. Lease expense for the Company’s operating leases are recognized on a straight-line basis over the lease term. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduces both the lease liability and the right-of-use asset. The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component. Stock-based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Many awards granted by the Company vest ratably over three or four years . However, certain awards granted to members of the Company’s Board of Directors vest in their entirety on the one-year anniversary following the date of grant. Generally, the Company issues stock options and restricted stock awards to employees with only service-based vesting conditions and records the expense for these awards using the straight-line method. However, in certain years, the Company will grant share-based payment awards to employees that are dependent upon the fulfillment of certain clinical and financial conditions. In such instances where the performance condition must be met for the award to vest, the company only recognizes compensation expense when the award is probable of vesting (See Note 11 — Stock-Based Compensation). The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified. The Company accounts for forfeitures as they occur. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, expected term of the award, interest rates, and dividend yields. The Company relies on its historical volatility as an input to the option pricing model as management believes that this rate will be representative of future volatility over the expected term of the options. The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors. 71 Table of Contents The weighted average risk-free interest rate represents interest rate for treasury constant maturities published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel uses the weighted average of the two Federal Reserve securities closest to the expected term of the employee option. The expected dividend yield is zero, as the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends on common stock in the foreseeable future. Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves for unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties. Credit is taken in the accounting period for research and development tax credits, which will be claimed from H.M. Revenue & Customs, or HMRC, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. Net Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share”. Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2020 and 2021. Comprehensive Income (Loss) All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect as applicable, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income (loss). There were no reclassifications out of other comprehensive income (loss) during the years ended December 31, 2020 and 2021. 72 Table of Contents Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) has issued ASU 2020-04, “Reference Rate Reform (Topic 848)”. This standard provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform initiatives that would replace interbank offered rates, including the London Interbank Offered Rate (LIBOR). For example, modifications of lease contracts within the scope of ASC 842 solely for changes in reference rates would be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not currently have any contracts affected by this guidance. ​ The FASB has issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This standard simplifies the accounting for convertible instruments, such as convertible debt or convertible preferred stock, by eliminating two potential methods in accounting for the embedded conversion feature. The standard also removes certain conditions previously used to evaluate whether a freestanding financial instrument, or certain types of embedded features, are considered to be settled in the issuer’s own equity. Finally, ASU 2020-06 requires that an entity use the if-converted method in calculating the effects of convertible instruments on diluted earnings per share, with one limited exception. As a smaller reporting company, the amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those years. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company elected to adopt ASU 2020-06 as of January 1, 2021. There was no impact of early adoption of this pronouncement on the Company’s consolidated financial statements and disclosures. ​ ​ 3. Significant Contracts Distribution, Licensing and Research Agreements The Company has entered into licensing and similar agreements with academic and research organizations. Under the terms of these agreements, the Company has received licenses to technology and patent applications. The Company is required to pay royalties on future sales of products employing the technology or falling under claims of patent applications. Under the Daiichi Sankyo 2003 license, the Company licenses certain patent rights for sapacitabine. The Company is under an obligation to use reasonable endeavors to develop a product and obtain regulatory approval to sell a product and has agreed to pay Daiichi Sankyo an up-front fee, reimbursement for Daiichi Sankyo’s enumerated expenses, milestone payments and royalties on a country-by-country basis. The up-front fee, Phase 3 entry milestone, and certain past reimbursements have been paid. A further $ 10.0 million in aggregate milestone payments could be payable subject to achievement of all the specific contractual milestones which are primarily related to regulatory approval in various territories, and the Company’s decision to continue with these projects. Royalties are payable in each country for the term of patent protection in the country or for ten years following the first commercial sale of licensed products in the country, whichever is later. If the Company wishes to appoint a third party to develop or commercialize a sapacitabine-based product in Japan, within certain limitations, Daiichi Sankyo must be notified and given a right of first refusal, with the right of first refusal ending sixty days after notification, to develop and/or commercialize in Japan. In general, the license may be terminated by the Company for technical, scientific, efficacy, safety, or commercial reasons on six months ’ notice, or twelve months ’ notice, if after a launch of a sapacitabine-based product, or by either party for material default. There were no milestones earned in 2020 or 2021. 73 Table of Contents The three-year term of the Clinical Collaboration Agreement, or CCA with The University of Texas MD Anderson Cancer Center, or MD Anderson ended in September 2021, in accordance to its terms. The main objective of the CCA was to clinically evaluate the safety and efficacy of three Cyclacel medicines in patients with hematological malignancies, including chronic lymphocytic leukemias, acute myeloid leukemias, myelodysplastic syndromes and other advanced leukemias. Under the terms of the CCA, MD Anderson conducted four clinical studies and under the risk-sharing agreement MD Anderson assumed the patient costs for all studies and Cyclacel, who is the sponsor, provided investigational drugs and other limited support. The agreement provided that the Company would make certain payments to MD Anderson upon first commercial sale in specific indications studied in the alliance. There were no such payments earned in 2020 or 2021. 4. Cash and Cash Equivalents The following is a summary of cash and cash equivalents at December 31, 2020 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2021 Cash ​ $ 28,080 ​ $ 32,082 Cash equivalents ​ 5,326 ​ 4,477 Total cash and cash equivalents ​ $ 33,406 ​ $ 36,559 ​ Cash equivalents are made up entirely of money market funds. 5. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ as of December 31, 2020 Using: ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents ​ $ 5,326 ​ $ — ​ $ — ​ $ 5,326 Total Assets ​ $ 5,326 ​ $ — ​ $ — ​ $ 5,326 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ as of December 31, 2021 Using: ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents ​ $ 4,477 ​ $ — ​ $ — ​ $ 4,477 Total Assets ​ $ 4,477 ​ $ — ​ $ — ​ $ 4,477 ​ ​ 6. Prepaid Expenses and Other Assets The following is a summary of prepaid expenses and other current assets at December 31, 2020 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2021 Research and development tax credit receivable ​ $ 1,313 ​ $ 3,727 Prepayments and VAT receivable ​ ​ 684 ​ 577 Other current assets ​ 66 ​ ​ 79 ​ ​ $ 2,063 ​ $ 4,383 ​ ​ 74 Table of Contents As at December 31, 2021, the Company had non-current assets of $ 1.6 million, which comprised of clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials. ​ 7. Property and Equipment Property and equipment consisted of the following at December 31, 2020 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Lives in years 2020 2021 Leasehold improvements ​ 2 to 15 ​ $ 409 ​ $ 6 Research and laboratory equipment 3 to 5 ​ — ​ 65 Office equipment and furniture 3 to 5 ​ 582 ​ 353 ​ ​ ​ ​ 991 ​ 425 Less: accumulated depreciation and amortization ​ ( 886 ) ​ ( 361 ) ​ ​ ​ ​ $ 106 ​ $ 64 ​ During each of the years ended December 31, 2020 and 2021, the Company wrote-off fully depreciated assets which were no longer in use and had no associated re-sale value other than scrap value. The significant reduction in leasehold improvements was a result of the lease assignment of the Company’s facility in Dundee, Scotland in May 2021 and involved the derecognition of $ 0.4 million of fully depreciated assets associated with the lease. ​ 8. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at December 31, 2020 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2021 Accrued research and development ​ $ 781 ​ $ 2,310 Accrued legal and professional fees ​ 325 ​ 233 Other current liabilities ​ 866 ​ 634 ​ ​ $ 1,972 ​ $ 3,177 ​ ​ Other current liabilities for the year ended December 31, 2020 includes an approximately $ 80,000 Payment Protection Program loan received during the year from the US Federal government and subsequently repaid in February 2021. ​ 9. Commitments and Contingencies General Please refer to Note 3 — Significant Contracts for further discussion of certain of the Company’s commitments and contingencies. Leases In October 2000, the Company entered into a twenty-five year lease for its research and development facility in Dundee, Scotland. In May 2021, the Company vacated its former facility in Dundee, Scotland and assigned the related lease and all future commitments to a third party. Accordingly, the Company derecognized the associated right-of-use lease asset of $ 1.1 million as well as the associated lease liability of $ 1.2 million, with the balancing $ 0.1 million credited to general and administrative expenses. Costs of $ 0.4 million relating to the assignment of the lease were also recorded within the consolidated statement of operations. In August 2020, the Company extended for a further two years , expiring in August 2022, the lease for its corporate headquarters facility in Berkeley Heights, New Jersey. 75 Table of Contents Rent expense, which includes lease payments related to the Company’s research and development facilities and corporate headquarters and other rent related expenses was $ 0.4 million for the year ended December 31, 2020 and decreased to $ 0.2 million for the year ended December 31, 2021, the reduction due to the assignment of the Company’s former facility in Dundee, Scotland. The following is a summary of the Company’s future contractual obligations and commitments relating to its former facilities lease as at December 31, 2021 (in thousands): ​ ​ ​ ​ ​ Operating Lease ​ Obligation 2022 ​ $ 30 2023 ​ — 2024 ​ — 2025 ​ — 2026 ​ — thereafter ​ — Total future minimum lease obligation ​ $ 30 ​ ​ 10. Stockholders’ Equity The Company has completed the following equity issuances during the periods presented in the consolidated financial statements. August 2021 Controlled Equity Offering Sales Agreement On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which it may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 50.0 million through Cantor as the sales agent. Cantor may sell the Company’s common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. ​ Subject to the terms and conditions of the Sales Agreement, Cantor will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of the Company’s common stock from time to time, based upon the Company's instructions, including any price, time or size limits specified by the Company. The Company has provided Cantor with customary indemnification rights, and Cantor will be entitled to a commission at a fixed rate equal to 3.0 % of the gross proceeds per share sold. The Company has no obligation to sell any of the shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement. The Sales Agreement will terminate upon the sale of all of the shares under the Sales Agreement unless terminated earlier by either party as permitted under the Sales Agreement. ​ During the year ended December 31, 2021, the Company sold 752,425 shares under the Sales Agreement for net proceeds of approximately $ 4.0 million. ​ March 2021 Equity Financing On March 12, 2021, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the underwriters identified therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 1,807,143 shares of common stock, $ 0.001 par value per share, at a public offering price of $ 7.00 per share (the “Offering”) along with a 30-day overallotment option to purchase up to an additional 271,071 shares of common stock at the public offering price, less underwriting discounts and commissions. ​ The closing of the offering occurred on March 16, 2021, and the net proceeds to the Company (including exercise of the over-allotment option) were approximately $ 13.5 million, after deducting placement agent fees and other offering expenses payable by the Company. 76 Table of Contents December 2020 equity financing On December 18, 2020, Cyclacel Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Acorn Bioventures, LP (the “Purchaser”), pursuant to which the Company agreed to offer, issue and sell to the Purchaser, (i) in a registered direct offering, (a) an aggregate of 485,912 shares (the “Common Shares”) of common stock, par value $ 0.001 per share (“Common Stock”), and (b) an aggregate of 237,745 shares of Series B Convertible Preferred Stock (the “Preferred Shares,” and collectively with the Common Shares, the “Shares”), par value $ 0.001 per share (“Series B Preferred Stock”), and (ii) in a concurrent private placement, warrants (the “Warrants”) to purchase up to an aggregate of 669,854 shares (the “Warrant Shares”) of Common Stock. The combined purchase price for each Share, together with one Warrant to purchase 0.4 shares of Common Stock, is $ 4.18 . Each Warrant shall be exercisable beginning on the 12 -month anniversary of the date of issuance for a period of five years after the date of issuance, at an exercise price of $ 4.13 per Warrant Share. The exercise price of the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants may be exercised on a “cashless” basis. Each share of Series B Convertible Preferred Stock will convert into five shares of Common Stock. The conversion feature within the Series B Convertible Preferred Stock was determined to be beneficial as of the offering date. A beneficial conversion feature is defined as a nondetachable conversion feature that is "in-the-money" at issuance. The Company calculated the value of the beneficial conversion feature based on its intrinsic value, which is the difference between the “effective conversion price” (after allocating the proceeds of the offering between the Series B Convertible Preferred Stock, the Warrants and Common Stock issued) and the market price of the Company's common shares, multiplied by the number of shares into which the Series B Convertible Preferred Stock is convertible. The effective conversion price of $ 3.18 per share is different from the $ 4.18 per share contractual conversion price. As the series B Preferred Stock contained no stated redemption date and the conversion feature could be exercised at any time, the discount associated with the beneficial conversion feature was immediately charged against additional paid-in-capital and treated as a deemed dividend for both financial reporting and earnings per share purposes. The common stock, Warrants and Series B Preferred Stock are freestanding financial instruments. The Warrants are classified within equity (as a component of additional paid-in capital) in the consolidated balance sheet and are not remeasured on a recurring basis. The Series B Preferred Stock is classified within permanent equity in the consolidated balance sheet. The closing of the offering occurred on December 22, 2020 and the net proceeds to the Company were approximately $ 6.9 million, after deducting offering expenses payable by the Company. April 2020 equity financing On April 21, 2020, the Company entered into a co-placement agency agreement with Roth Capital Partners, LLC, Ladenburg Thalmann & Co. Inc., and Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Co-Placement Agents”) and a securities purchase agreement with certain purchasers for the purchase and sale of (i) 1,910,000 shares of common stock, (ii) pre-funded warrants to purchase up to 2,090,000 shares of common stock at an exercise price of $ 0.001 per share, and (iii) accompanying common stock warrants to purchase up to 4,000,000 shares of common stock at an exercise price of $ 5.00 per share. The shares of common stock and accompanying common stock warrants were sold at a combined public offering price of $ 5.00 per share and common stock warrant. Each common stock warrant sold with the shares of common stock represents the right to purchase one share of common stock at an exercise price of $ 5.00 per share. The common stock warrants are exercisable immediately and expire five years from the date of issuance. The pre-funded warrants and accompanying common stock warrants were sold at a combined public offering price of $ 4.999 per pre-funded warrant and common stock warrant. The pre-funded warrants were sold to purchasers whose purchase of shares of common stock in the public offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99 % (or, at the election of the purchaser, 9.99 %) 77 Table of Contents of the Company’s outstanding common stock immediately following the consummation of the public offering, in lieu of shares of common stock. Each pre-funded warrant represents the right to purchase one share of the Company’s common stock at an exercise price of $ 0.001 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full. The shares of common stock and pre-funded warrants, and accompanying common stock warrants, were issued separately and are immediately separable upon issuance. ​ The closing of the offering occurred on April 24, 2020, and the net proceeds to the Company were approximately $ 18.3 million, after deducting placement agent fees and other offering expenses payable by the Company. ​ The common stock, pre-funded warrants and common stock warrants (together the “warrants”) are freestanding financial instruments. The warrants are classified within equity (as a component of additional paid-in capital) in the consolidated balance sheet and are not remeasured on a recurring basis. Subsequent to the closing of the offering and within the year ended December 31, 2020, all of the pre-funded warrants issued in connection therewith were exercised in exchange for 2,090,000 shares of common stock. ​ Warrants December 2020 Warrants As of December 31, 2021, all 669,854 warrants issued in the December 2020 offering remain outstanding. Each Warrant shall be exercisable beginning on the 12 -month anniversary of the date of issuance for a period of five years after the date of issuance (December 2026), at an exercise price of $ 4.13 per Warrant Share. The exercise price of the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants may be exercised on a “cashless” basis. April 2020 Warrants In 2020, 3,099,000 warrants were issued in the April 2020 offering, of which 2,190,000 remain outstanding as of December 31, 2021, each with an exercise price of $ 5.00 . The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance. A common warrant to purchase one share of common stock was issued for every share of common stock purchased in this offering. A total of 909,000 warrants, totaling approximately $ 4.5 million, were exercised during the year ended December 31, 2021. July 2017 Warrants As of December 31, 2021, 374,525 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $ 40.00 . All such warrants were issued in connection with the July 2017 underwritten public offering and are immediately exercisable. The warrants expire in 2024. The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. The warrant holders must pay the exercise price in cash upon exercise of the warrants unless such warrant holders are utilizing the cashless exercise provision of the warrants. On the expiration date, unexercised warrants will automatically be exercised via the “cashless” exercise provision. There were no portion of these warrants exercised during each of the years ended December 31, 2020 and 2021. 78 Table of Contents Series B Preferred Stock 237,745 shares of the Company’s Series B Preferred Stock were issued in the December 2020 Securities Purchase Agreement. Each share of Series B Preferred Stock shall initially be convertible into five shares of Common Stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation. ​ Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized shares of Series B Preferred Stock, (e) pay certain dividends or (f) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. The Purchaser may convert shares of Series B Preferred Stock through a conversion into shares of Common Stock if and solely to the extent that such conversion would not result in the Purchaser beneficially owning in excess of 9.99 % of then-outstanding Common Stock or aggregate voting power of the Company (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain outstanding as Series B Preferred Stock. ​ Series A Preferred Stock 8,872 shares of the Company’s Series A Preferred Stock were issued in the July 2017 Underwritten Public Offering. Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined by dividing $ 1,000 by the initial conversion price of $ 40.00 per share, subject to a 4.99 % blocker provision, or, upon election by a holder prior to the issuance of shares of Series A Preferred Stock, 9.99 %, and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations. As of December 31, 2020 and 2021, 264 shares of the Series A Preferred Stock remain issued and outstanding. The 264 shares of Series A Preferred Stock issued and outstanding at December 31, 2020, are convertible into 6,600 shares of common stock. In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company. The Company shall not pay any dividends on shares of common stock (other than dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted basis. There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is any arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to the Series A Preferred Stock. Subject to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume weighted average price of our common stock for 30 consecutive trading days, or Measurement Period exceeds 300 % of the initial conversion price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $ 500,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company. The right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred stock. The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution. 79 Table of Contents 6 % Convertible Exchangeable Preferred Stock As of December 31, 2020 and 2021, there were 335,273 shares of the Company’s 6 % Convertible Exchangeable, or Preferred Stock issued and outstanding at an issue price of $ 10.00 per share. Dividends on the Preferred Stock are cumulative from the date of original issuance at the annual rate of 6 % of the liquidation preference of the Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments. The Preferred Stock has a liquidation preference of $ 10.00 per share, plus accrued and unpaid dividends. The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the Certificate of Designations governing the terms of the Company’s Preferred Stock, including the requisite financial analysis and determination of a surplus. Accumulated but unpaid dividends in arrears on preferred stock were $ 0.7 million, or $ 1.95 per share, of preferred stock, as of December 31, 2020 and 2021. The Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion rate of approximately 0.00025 shares of common stock for each share of Preferred Stock based on a price of $ 39,480 . The Company has reserved 85 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding at December 31, 2020. The shares of previously converted Preferred Stock have been retired, cancelled and restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series. The Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has exceeded $ 59,220 , which is 150 % of the conversion price of the Preferred Stock, for at least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion. The Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of Directors. This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at the annual meeting held on May 24, 2011. The Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances. The Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption price of $ 10.00 per share. The Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005, or Exchange Date for the Company’s 6 % Convertible Subordinated Debentures, or Debentures at the rate of $ 10.00 principal amount of Debentures for each share of Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the Preferred Stock. No such exchanges have taken place as of December 31, 2021. For the year ended December 31, 2021, the company declared dividends of $ 0.15 per share quarterly on its 6 % Convertible Exchangeable Preferred Stock. These dividends were paid on May 1, August 1 and November 1, 2021, and February 1, 2022, respectively. ​ 80 Table of Contents 11. Stock-Based Compensation Stock based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2020 and 2021 as shown in the following table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, ​ ​ 2020 2021 General and administrative ​ 278 ​ $ 819 Research and development ​ ​ 152 ​ ​ 338 Stock-based compensation costs before income taxes ​ $ 430 ​ $ 1,157 ​ 2018 Plan ​ In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan allows for various types of award grants, including stock options and restricted stock units. As of December 31, 2021, the Company has reserved 522,294 shares of the Company’s common stock under the 2018 Plan. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant. ​ 2020 Inducement Equity Incentive Plan ​ In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under this Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to 200,000 shares of the Company’s common stock (or the equivalent of such number). As of December 31, 2021, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares. ​ Option Grants ​ There were 511,800 options granted during the year ended December 31, 2020. Of these awards, 391,800 were issued under the 2018 Plan and the remaining 120,000 shares were issued under the Inducement Plan. ​ There were 552,153 options granted during the year ended December 31, 2021, all issued under the 2018 Plan. ​ The weighted average grant-date fair values of options granted during the years ended December 31, 2020 and 2021 were $ 3.47 and $ 3.36 , respectively. ​ As of December 31, 2021, the total remaining unrecognized compensation cost related to the unvested stock options with service conditions amounted to approximately $ 2.5 million, which will be amortized over the weighted-average remaining requisite service period of 2.37 years. ​ During the years ended December 31, 2020 and 2021, the Company did not settle any equity instruments with cash. ​ There were no stock option exercises during the year ended 2020. There were 6,600 stock option exercises during the year ended 2021. No income tax benefits were recorded for the years ended December 31, 2020 and 2021. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the Company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income. ​ 81 Table of Contents Outstanding Options A summary of the share option activity and related information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted Average ​ ​ ​ Number of Average Remaining Aggregate ​ ​ Options Exercise Contractual ​ Intrinsic ​ ​ Outstanding ​ Price Per Share Term (Years) ​ Value ($000) Options outstanding at December 31, 2019 100,279 ​ $ 54.40 8.62 ​ $ 4 Granted 511,800 ​ $ 4.17 — ​ — Exercised — ​ ​ — — ​ — Cancelled/forfeited ( 9,396 ) ​ $ 101.05 — ​ — Options outstanding at December 31, 2020 602,683 ​ $ 11.01 9.39 ​ $ 4 Granted 552,153 ​ $ 4.26 — ​ — Exercised ( 6,600 ) ​ ​ 3.35 — ​ — Cancelled/forfeited ( 48,879 ) ​ $ 14.18 — ​ — Options outstanding at December 31, 2021 1,099,357 ​ $ 7.53 8.99 ​ $ 189 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested at December 31, 2021 801,924 ​ $ 4.14 9.49 ​ $ 180 Vested and exercisable at December 31, 2021 297,433 ​ $ 16.66 7.62 ​ $ 9 ​ The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ December 31, 2020 December 31, 2021 Expected term (years) 5  –  6 5  –  6 Risk free interest rate 0.410 % –  0.570 % ​ 0.420 % –  1.290 % Volatility 96  –  115 % ​ 95  –  102 % Expected dividend yield over expected term 0.00 % ​ 0.00 % Resulting weighted average grant date fair value $ 3.47 ​ $ 3.36 ​ Restricted Stock Units The Company issued 14,000 restricted stock units to employees during the year ended December 31, 2019. The Company issued 3,938 additional restricted stock units to employees during the year ended December 31, 2020, of which 1,491 units have been forfeited. The vesting of the remaining 16,524 outstanding restricted stock units was dependent upon the fulfillment of certain clinical conditions. The Company determined that the clinical conditions would not be satisfied as of December 31, 2021 and, as a result, these restricted stock units were cancelled as of December 31, 2021. ​ 82 Table of Contents The Company issued an additional 18,992 restricted stock units to non-executive directors of the Company during the year ended December 31, 2021. These restricted stock units will vest over a period of one or three years . Each restricted stock unit was valued at $ 6.69 based on their fair value at the date of grant, which is equivalent to the market price of a share of the Company’s common stock. Summarized information for restricted stock units’ activity for the year ended December 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Average ​ ​ Restricted Grant Date ​ ​ Stock Units ​ Value Per Share Restricted Stock Units outstanding at December 31, 2020 16,524 ​ $ 11.30 Granted ​ 18,992 ​ ​ 6.69 Cancelled/forfeited ​ ( 16,524 ) ​ ​ 15.20 Restricted Stock Units outstanding at December 31, 2021 ​ 18,992 ​ $ 6.69 ​ ​ ​ ​ ​ ​ Unvested at December 31, 2021 18,992 ​ $ 6.69 Vested and exercisable at December 31, 2021 — ​ $ — ​ ​ ​ ​ 12. Employee Benefit Plans Pension Plan The Company operates a defined contribution group personal pension plan for all of its UK based employees. Company contributions to the plan totaled approximately $ 43,000 and $ 42,000 for the years ended December 31, 2020 and 2021, respectively. 401(k) Plan The 401(k) Plan provides for matching contributions by the Company in an amount equal to the lesser of 100 % of the employee’s deferral or 6 % of the U.S. employee’s qualifying compensation. The 401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue Code, so that contributions to the 401(k) Plan by employees or by the Company, and the investment earnings thereon, are not taxable to the employees until withdrawn. Company matching contributions are tax deductible by the Company when made. Company employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit of $ 19,500 if under 50 years old and $ 26,000 if over 50 years old and to have those funds contributed to the 401(k) Plan. The Company made contributions of approximately $ 57,000 and $ 71,000 to the 401(k) Plan for the years ended December 31, 2020 and 2021, respectively. ​ 13. Taxes (Loss) income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2020 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 Domestic ​ $ ( 428 ) ​ $ ( 1,622 ) Foreign ​ ( 9,253 ) ​ ( 21,112 ) Loss from continuing operations before taxes ​ $ ( 9,681 ) ​ $ ( 22,734 ) ​ 83 Table of Contents The benefit (provision) for income taxes from continuing operations consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 Current  –  domestic ​ $ ( 2 ) ​ $ ( 2 ) Current  –  foreign ​ 1,238 ​ 3,849 Current  –  total ​ 1,236 ​ 3,847 Deferred  –  domestic ​ — ​ — Income tax benefit ​ $ 1,236 ​ $ 3,847 ​ The Company has incurred a taxable loss in each of the operating periods since incorporation. The income tax credits of $ 1.2 million and $ 3.8 million for the years ended December 31, 2020 and 2021, respectively, represent UK research and development (“R&D”) tax credits for expenditures in the United Kingdom that are refundable. A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 Loss from continuing operations before taxes ​ $ ( 9,681 ) ​ $ ( 22,734 ) Income tax expense computed at statutory federal tax rate ​ ( 2,033 ) ​ ( 4,774 ) Disallowed expenses and non-taxable income ​ 352 ​ 328 Loss surrendered to generate R&D credit ​ 1,788 ​ 4,967 Additional research and development tax relief ​ ( 1,238 ) ​ ( 3,849 ) Change in valuation allowance ​ 3,205 ​ 15,296 Foreign items, including change in tax rates, and other ​ 1,638 ​ ( 177 ) Change in UK Tax Rate ​ ( 3,937 ) ​ ( 12,831 ) Other foreign items ​ ( 1,011 ) ​ ( 2,807 ) ​ ​ $ ( 1,236 ) ​ $ ( 3,847 ) ​ Significant components of the Company’s deferred tax assets are shown below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 Net operating loss and tax credit carryforwards ​ $ 42,012 ​ $ 56,629 Depreciation, amortization and impairment of property and equipment ​ 39 ​ 34 Stock options ​ — ​ 67 Right of use asset ​ ​ ( 183 ) ​ ​ ( 32 ) Lease liability ​ ​ 195 ​ ​ 32 Deferred tax assets ​ 42,063 ​ 56,730 Valuation allowance for deferred tax assets ​ ( 42,063 ) ​ ( 56,730 ) Net deferred tax assets ​ $ — ​ $ — ​ A valuation allowance has been established, as realization of such assets is uncertain. The Company’s management evaluated the positive and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not be able to recognize the benefits of the deferred tax assets under the more likely than not criteria. Accordingly, a valuation allowance of approximately $ 56.7 million has been established at December 31, 2021. The valuation allowance has increased by approximately $ 14.7 million in 2021. As specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its net operating loss (“NOL”) carryforwards may be limited. Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company 84 Table of Contents completed a Section 382 study and has concluded that an ownership changed occurred on March 4, 2015 and July 21, 2017. As a result of the ownership changes, the NOLs are limited. As of December 31, 2020 and 2021, the Company has federal NOLs of $ 1.1 million and $ 2.5 million, respectively. The federal NOLs have an indefinite life. As of December 31, 2020 and 2021, the Company has state NOLs of $ 20.5 million and $ 21.1 million, respectively, which will begin to expire in 2028 . As of December 31, 2020 and 2021, the Company had foreign NOLs of $ 212.4 million and $ 218.5 million, respectively. The Company’s foreign NOL’s do not expire under UK tax law however the use of these NOLs is restricted to an annual £ 5 million allowance in each standalone company or group and above this allowance, there will be a 50 % restriction in the profits that can be covered by losses brought forward. Management has evaluated all significant tax positions at December 31, 2020 and 2021 and concluded that there are no material uncertain tax positions. The Company would recognize both interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception. Tax years 2018, 2019 and 2020 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United Kingdom and the United States, as carryforward attributes generated in years past may still be adjusted upon examination by the United Kingdom’s H.M. Revenue & Customs, the Internal Revenue Service (“IRS”) or state tax authorities. The Company is currently not under examination by the IRS or any other jurisdictions for any tax years. We have not provided a deferred tax liability on the cumulative amount of unremitted foreign earnings of international subsidiaries because it is our intent to permanently reinvest such earnings outside of the United States. The Company has an aggregate deficit in foreign earnings and therefore has not provided any deferred tax liability on its outside book-tax basis difference in its foreign subsidiaries and because it is also our intent to permanently reinvest any earnings outside of the United States. We would recognize this deferred tax liability if we were to experience a change in circumstances producing a change in that intention. As a result of the repeal of the Section 902 foreign tax credit under the Tax Act, future distributions would not be offset by a foreign tax credit. On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA” or the “Act”) was signed into law and included government appropriations and additional economic stimulus. Notable provisions of the CAA included changes to the Paycheck Protection Program including legislation concluding that expenses used to obtain loan forgiveness are tax deductible, as well as extension and expansion of other COVID-19 relief programs and payroll tax credits. The Company evaluated the various aspects of the Act and did not pursue any payroll tax credits or deferrals. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act had no material impact on the Company. ​ ​ ​ ​ 85 Table of Contents 14. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2020 2021 Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 8,445 ) $ ( 18,887 ) Dividend on convertible exchangeable preferred shares ​ ​ ( 201 ) ​ ( 201 ) Beneficial conversion feature of Series B preferred stock ​ ​ ( 3,775 ) ​ — Net loss attributable to common shareholders ​ $ ( 12,421 ) $ ( 19,088 ) Denominator: ​ Weighted-average number of common shares used in loss per share – basic and diluted ​ 3,633,385 8,926,173 Loss per share – basic and diluted ​ $ ( 3.42 ) $ ( 2.14 ) ​ Potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2021 Stock options 602,683 1,099,356 6 % convertible exchangeable preferred stock 85 85 Series A preferred stock 6,600 6,600 Series B preferred stock 1,188,725 1,188,725 Common stock warrants 4,143,379 3,234,379 Total shares excluded from calculation 5,941,472 5,529,145 ​ ​ ​ ​ 86 Table of Contents 15. Geographic Information Geographic information for the years ended December 31, 2020 and 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 Revenue ​ ​ United Kingdom ​ $ — ​ $ — Total Revenue ​ $ — ​ $ — Net loss ​ ​ United States ​ $ ( 430 ) ​ $ ( 1,624 ) United Kingdom ​ ( 8,015 ) ​ ( 17,263 ) Total Net Loss ​ $ ( 8,445 ) ​ $ ( 18,887 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2021 Total Assets ​ ​ United States ​ $ 32,322 ​ $ 36,144 United Kingdom ​ 4,480 ​ 6,443 Total Assets ​ $ 36,802 ​ $ 42,587 Long Lived Assets, net ​ ​ United States ​ $ 1 ​ $ — United Kingdom ​ 105 ​ 64 Total Long Lived Assets, net ​ $ 106 ​ $ 64 ​ ​ 16. Subsequent Events On December 13, 2021 , the Board of Directors declared a quarterly cash dividend in the amount of $ 0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on February 1, 2022 to the holders of record of the Preferred Stock as of the close of business on January 14, 2022 . ​ 87 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.