What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-12 · 98 added, 81 removed, 332 unchanged (35% of the section changed)

19 unchanged sentences

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized at December 31, 2021 and March 31, 2022;

5,000,000 shares authorized at December 31, 2021 and June 30, 2022;

6 % Convertible Exchangeable preferred stock;

335,273 shares issued and outstanding at December 31, 2021 and March 31, 2022.

Aggregate preference in liquidation of $ 4,006,512 as of December 31, 2021 and March 31, 2022.

335,273 shares issued and outstanding at December 31, 2021 and June 30, 2022.

Aggregate preference in liquidation of $ 4,006,512 as of December 31, 2021 and June 30, 2022.

Series A convertible preferred stock, $ 0.001 par value;

264 shares issued and outstanding at December 31, 2021 and March 31, 2022.

264 shares issued and outstanding at December 31, 2021 and June 30, 2022.

Series B convertible preferred stock, $ 0.001 par value;

237,745 shares issued and outstanding at December 31, 2021 and March 31, 2022.

237,745 shares issued and outstanding at December 31, 2021 and June 30, 2022.

Common stock, $ 0.001 par value;

100,000,000 shares authorized at December 31, 2021 and March 31, 2022;

9,993,135 shares issued and outstanding at December 31, 2021 and March 31, 2022.

100,000,000 shares authorized at December 31, 2021 and June 30, 2022;

11,350,289 and 9,993,135 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively.

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

19 unchanged sentences

Three Months Ended

Six Months Ended

Translation adjustment

17 unchanged sentences

Balances at March 31, 2021

Stock-based compensation

Preferred stock dividends

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at June 30, 2021

Balances at December 31, 2021

5 unchanged sentences

Balances at March 31, 2022

Issue of common stock on At Market issuance sales agreement, net of expenses

Stock-based compensation

Stock-based awards

Preferred stock dividends

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at June 30, 2022

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Operating activities:

12 unchanged sentences

Payment of preferred stock dividend

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

4 unchanged sentences

Cash received during the period for:

Research & Development Tax Credits

Non cash financing activities:

8 unchanged sentences

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.

Through March 31, 2022, 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.

Through June 30, 2022, 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.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated balance sheet as of March 31, 2022, the consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three months ended March 31, 2022 and 2021, and all related disclosures contained in the accompanying notes, are unaudited.

The consolidated balance sheet as of June 30, 2022, the consolidated statements of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and the consolidated statements of cash flows for the six months ended June 30, 2022 and 2021, and all related disclosures contained in the accompanying notes, are unaudited.

The consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022.

1 unchanged sentence

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of March 31, 2022, and the results of operations, comprehensive loss, and cash flows for the three months ended March 31, 2022 and March 31, 2021, have been made.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other reporting period.

In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of June 30, 2022, and the results of operations and, comprehensive loss for the three and six months ended June 30, 2022, and cash flows for the six months ended June 30, 2022, have been made.

The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other reporting period.

The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2021 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022.

1 unchanged sentence

Management considers 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 approximately $ 29.6 million as of March 31, 2022 will be sufficient to fund its operating expenses and capital expenditure requirements through June 30, 2023.

The Company expects that its cash of approximately $ 29.1 million as of June 30, 2022 will be sufficient to fund its operating expenses and capital expenditure requirements into the second half of 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:

3 unchanged sentences

Other conditions and events, when considered in conjunction with the above, that may adversely affect the Company’s ability to meet its obligations.

The future viability of the Company beyond the second quarter of 2023 is dependent on its ability to raise additional capital to finance its operations.

The future viability of the Company beyond the second half of 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.

9 unchanged sentences

ASU 2021-10 became effective for us on January 1, 2022.

We have evaluated the effect that this guidance has on our Consolidated Financial Statements and determined it does not have a material impact.

The Company has evaluated the effect that this guidance has on its Consolidated Financial Statements and determined it does not have a material impact.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) .

1 unchanged sentence

This amendment became effective for us on January 1, 2022.

This new guidance does not have a material impact on our financial statements for any past transactions, but it could change the way that we account for subsequent amendments to our outstanding warrants, if any.

This new guidance does not have a material impact on our financial statements for any past transactions, but it could change the way that the Company accounts for subsequent amendments to its outstanding warrants, if any.

Recently Issued Accounting Pronouncements

11 unchanged sentences

Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect, 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 three months ended March 31, 2022 and 2021.

No taxes were recorded on items of other comprehensive income

There were no reclassifications out of other comprehensive income (loss) during the six months ended June 30, 2021 and 2022.

Revenue recognition

19 unchanged sentences

The Company accounts for lease contracts in accordance with ASC 842.

As of March 31, 2022, the Company’s one outstanding lease is classified as an operating lease.

As of June 30, 2022, the Company’s only outstanding facilities lease is classified as an operating lease.

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 the loan is 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.

As the Company’s lease does not specify 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 the loan is repaid (e.g., amortizing versus bullet), and the Company’s credit risk.

The Company evaluates options included in its lease agreement 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.

10 unchanged sentences

The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.

There was no revenue recognized in the three months ended March 31, 2022 and 2021.

The Company has no contract assets or liabilities in any period presented.

Revenue recognized in the three and six months ended June 30, 2021 and 2022 was $ 0 .

Net Loss per Common Share

1 unchanged sentence

Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three months ended March 31, 2022 and 2021, as the result would be anti-dilutive:

The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three months ended June 30, 2021 and 2022, as the result would be anti-dilutive:

Stock options

Restricted Stock Units

6 % convertible exchangeable preferred stock

8 unchanged sentences

Other current assets

Receivables of $ 1.3 million are included in other current assets as of March 31, 2022.

This relates to royalty payments receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte, (a business acquired by the Company in March 2006) sold certain assets and intellectual property to Thermo Fisher Scientific Company, or TSC, (formerly Invitrogen Corporation) through the APA and other related agreements.

The assets and technology were not part of the Company’s product development plan following the transaction between Xcyte and Cyclacel in March 2006.

Accordingly, the Company recognized $ 1.3 million of other income related to this transaction during the three months ended March 31, 2022.

Non-Current Assets

As of March 31, 2022, the Company had non-current assets of $ 2.9 million, which comprised of clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials.

As of June 30, 2022, the Company had non-current assets of $ 3.1 million, which is mostly comprised of clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials.

Accrued and Other Liabilities

5 unchanged sentences

The Company currently has one lease, relating to its facility in Berkeley Heights, New Jersey.

On May 4, 2021, the Company assigned the operating lease relating to its facility in Dundee, Scotland to the University of Dundee, Scotland, incurring lease assignment costs of approximately $ 400,000 , of which 50 % was payable on assignment.

The remaining 50 % was due on May 4, 2022 and is recorded as a payable for the period ended March 31, 2022.

On April 4, 2022 the Company extended this lease by three years , expiring July 31, 2025.

On May 4, 2021, the Company assigned an operating lease relating to its facility in Dundee, Scotland to the University of Dundee, Scotland, incurring lease assignment costs of approximately $ 400,000 , of which 50 % was paid on assignment and the remaining 50 % was paid on May 4, 2022.

The Company has no further obligations, liabilities or commitments in relation to this facility.

For the three months ended March 31, 2022 and 2021, the Company recognized operating lease expenses of $ 14,686 and $ 97,660 respectively.

Cash payments made during the three months ended March 31, 2022 and 2021 totaled $ 15,435 and $ 102,348 respectively, and were presented within cash outflows from operating activities.

The remaining lease term as of March 31, 2022 is approximately 0.3 years for the Berkeley Heights facility.

As of and for the six months ended June 30, 2022 and 2021:

The Company recognized operating lease expenses of $ 30,470 and $ 144,463 in the six month periods ending June 30, 2022 and 2021 respectively.

Cash payments made during the six months ended June 30, 2022 and 2021 totaled $ 30,870 and $ 150,941 respectively and were presented within cash outflows from operating activities.

The remaining lease term as of June 30, 2022 is approximately 3.1 years for the Berkeley Heights facility.

The discount rate used by the Company in determining the lease liability was 12 %.

Remaining payments for this facility are as follows (in $000s):

Remaining lease payments under the lease are (in $000’s):

Stock Based Compensation

3 unchanged sentences

Forfeitures are recognized in the periods when they occur.

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three months ended March 31, 202 and 2021 as shown in the following table (in $000s):

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and six months ended June 30, 2021 and 2022 as shown in the following table (in $000s):

Three Months Ended

Six Months Ended

General and administrative

1 unchanged sentence

Stock-based compensation costs before income taxes

The 2018 Equity Incentive Plan (the “2018 Plan”) allows Cyclacel to make equity incentive grants to its officers, employees, directors and consultants.

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 replaces the 2015 Equity Incentive Plan (the “2015 Plan”).

The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.

On April 25, 2022, the Board of Directors adopted a resolution approving, subject to approval by the Company’s stockholders, an amendment of the 2018 Equity Incentive Plan to increase the number of shares of Common Stock available for grant under the 2018 Plan by adding an additional 500,000 shares.

As of March 31, 2022, the Company has reserved 260,794 shares of the Company’s common stock under the 2018 Plan for future issuances, including shares that were available under the 2015 Plan and carried forward to the 2018 Plan.

On June 14, 2022, the Company’s stockholders approved an amendment of the 2018 Plan to increase the number of shares of Common Stock available for grant under the Plan by adding an additional 500,000 shares.

As of June 30, 2022, the Company has reserved 389,896 shares of the Company’s common stock under the 2018 Plan for future issuances, including shares that were available under the 2015 Plan and carried forward to 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.

3 unchanged sentences

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 March 31, 2022, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares.

Option Grants

There were 265,000 options granted during the three months ended March 31, 2022.

As of June 30, 2022, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares.

Option Grants and Exercises

There were 517,337 options granted during the six months ended June 30, 2022.

These options had a grant date fair value ranging between $ 0.86 -$ 2.90 per option.

There were 73,669 options granted during the three months ended March 31, 2021.

There were 129,153 options granted during the six months ended June 30, 2021.

These options had a grant date fair value ranging between $ 4.56 -$ 6.14 per option.

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:

Three months ended

March 31, 2022

March 31, 2021

Six months ended

June 30, 2022

June 30, 2021

Expected term (years)

3 unchanged sentences

Expected dividend yield over expected term

There were no stock options exercised during each of the three months ended March 31, 2021 and 2022, respectively.

There were no stock options exercised during each of the six months ended June 30, 2021 and 2022, respectively.

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.

In the second quarter of 2022, the Company amended the terms of 11,952 options and 2,374 restricted stock units issued to a former director.

Specifically, the Company accelerated the vesting of 4,748 options and 2,374 restricted stock units that otherwise would have been forfeited upon the director’s retirement of service.

In addition, the Company extended the time by which the director could exercise all vested awards from 90 days to two years.

The Company recorded an additional $3,500 of compensation cost in the second quarter of 2022 as a result of these modifications.

Outstanding Options

3 unchanged sentences

Cancelled/forfeited

Options outstanding at March 31, 2022

Unvested at March 31, 2022

Vested and exercisable at March 31, 2022

Options outstanding at June 30, 2022

Unvested at June 30, 2022

Vested and exercisable at June 30, 2022

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.

The Company issued 118,665 restricted stock units during the six months ended June 30, 2022.

These restricted stock units will vest over a period of one year for grants to directors and three years for grants to employees.

Each restricted stock unit was valued at $ 1.11 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.

The Company issued an additional 18,992 restricted stock units to employees during the year ended December 31, 2021.

1 unchanged sentence

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.

No restricted stock units were issued during the three months ended March 31, 2022.

Summarized information for restricted stock units’ activity for the quarter ended March 31, 2021 is as follows:

Summarized information for restricted stock units as of June 30, 2022 is as follows:

Value Per Share

Restricted Stock Units outstanding at December 31, 2021

Restricted Stock Units outstanding at March 31, 2022

Unvested at March 31, 2022

Vested and exercisable at March 31, 2022

Restricted Stock Units outstanding at June 30, 2022

Unvested at June 30, 2022

Vested and exercisable at June 30, 2022

Stockholders Equity

6 unchanged sentences

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.

As of March 31, 2022, a total of 752,425 shares, for gross proceeds of approximately $ 4.0 million, have been sold pursuant to this agreement.

A further 1,854 shares, for gross proceeds of approximately $ 6,000 , were sold subsequent to March 31, 2022.

As of June 30, 2022, a total of 2,092,167 shares, for gross proceeds of approximately $ 5.9 million, have been sold pursuant to this agreement.

March 2021 Equity Financing

11 unchanged sentences

A beneficial conversion feature is defined as a nondetachable conversion feature that is "in-the-money"

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.

4 unchanged sentences

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.

As of March 31, 2022, 237,745 shares of the Series B Preferred Stock remained issued and outstanding.

As of June 30, 2022, 237,745 shares of the Series B Preferred Stock remained issued and outstanding.

April 2020 Equity Financing

12 unchanged sentences

December 2020 Warrants

As of March 31, 2022, warrants to purchase 669,854 remained outstanding.

As of June 30, 2021, warrants to purchase 669,854 shares of common stock remained 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, 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 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.

There were no exercises of these warrants during the three months ended March 31, 2022 or March 31, 2021.

There were no exercises of these warrants during the three and six months ended June 30, 2022 or June 30, 2021.

April 2020 Warrants

As of March 31, 2022, 2,190,000 warrants issued in connection with the April 2020 equity financing remained outstanding, each with an exercise price of $ 5.00 .

As of June 30, 2022, 2,190,000 warrants issued in connection with the April 2020 equity financing remained outstanding, each with an exercise price of $ 5.00 .

All such warrants were issued in connection with the April 2020 co-placement agency agreement.

7 unchanged sentences

In lieu of fractional shares, the Company will round down to the next whole share.

There were no warrants exercised during the three months ended March 31, 2022, and a total of 909,000 warrants exercised during the three months ended March 31, 2021.

There were no warrants exercised during the three or six months ended June 30, 2022, and a total of 909,000 warrants exercised during the three and six months ended June 30, 2021.

July 2017 Warrants

As of March 31, 2022, 374,525 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $ 40.00 .

As of June 30, 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.

5 unchanged sentences

Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including the right to vote, except as set forth therein.

There were no exercises of these warrants during the three months ended March 31, 2022 or March 31, 2021.

There were no exercises of these warrants during the three and six months ended June 30, 2022 or June 30, 2021.

Series A Preferred Stock

1 unchanged sentence

During the year ended December 31, 2017, 8,608 shares of the Series A Preferred Stock were converted into 215,200 shares of common stock.

As of March 31, 2022, 264 shares of the Series A Preferred Stock remained issued and outstanding .

As of June 30, 2022, 264 shares of the Series A Preferred Stock remained issued and outstanding .

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.

The 264 shares of Series A Preferred Stock issued and outstanding at March 31, 2022 are convertible into 6,600 shares of common stock.

The 264 shares of Series A Preferred Stock issued and outstanding at June 30, 2022, 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 shall be permitted to participate on an as-converted-to-common-stock basis in any distribution of assets of the Company.

6 unchanged sentences

6 % Convertible Exchangeable Preferred Stock

As of March 31, 2022, there were 335,273 shares of the Company’s 6 % Convertible Exchangeable Preferred Stock (the “ 6 % Preferred Stock”) issued and outstanding at an issue price of $ 10.00 per share.

As of June 30, 2022, there were 335,273 shares of the Company’s 6 % Convertible Exchangeable Preferred Stock (the “ 6 % Preferred Stock”) issued and outstanding at an issue price of $ 10.00 per share.

Dividends on the 6 % Preferred Stock are cumulative from the date of original issuance at the annual rate of 6 % of the liquidation preference of the 6 % Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005.

1 unchanged sentence

The 6 % Preferred Stock has a liquidation preference of $ 10.00 per share, plus accrued and unpaid dividends.

As of March 31, 2022, accrued and unpaid dividends amounted to $ 50,291 .

As of June 30, 2022, accrued and unpaid dividends amounted to $ 50,291 .

The Company may automatically convert the 6% Preferred Stock into common stock if the per share closing price of the Company’s common stock has exceeded $59,220, which is 150% of the conversion price of the 6% 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.

6 unchanged sentences

Dividends on 6% Preferred Stock

On March 9, 2022 , the board of directors declared a quarterly cash dividend in the amount of $ 0.15 per share on the Company’s 6 % Preferred Stock.

The cash dividend was paid on May 1, 2022 to the holders of record of the 6 % Preferred Stock as of the close of business on April 14, 2022 .

On June 14, 2022 , 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 August 1, 2022 to the holders of record of the 6 % Preferred Stock as of the close of business on July 15, 2022 .

August 2021 Controlled Equity Offering Sales Agreement

Subsequent to the quarter ended June 30, 2022, under the Sales Agreement, the Company sold a further 1,188,900 shares, for net proceeds of approximately $1.6 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements