3 unchanged sentences
(In $000s, except share, per share, and liquidation preference amounts)
−Removed: September 30,
Current assets:
12 unchanged sentences
Total liabilities
−Removed: Redeemable common stock, $ 0.001 par value;
−Removed: 0 shares issued and outstanding at September 30, 2023 and 3,117,100 shares issued and outstanding at December 31, 2022 (Note 11)
Stockholders’ equity:
Preferred stock, $ 0.001 par value;
−Removed: 5,000,000 shares authorized at September 30, 2023 and December 31, 2022;
+Added: 5,000,000 shares authorized at March 31, 2024 and December 31, 2023;
6 % Convertible Exchangeable preferred stock;
−Removed: 335,273 shares issued and outstanding at September 30, 2023 and December 31, 2022.
−Removed: Aggregate preference in liquidation of $ 4,006,512 as of September 30, 2023 and December 31, 2022
+Added: 335,273 shares issued and outstanding at March 31, 2024 and December 31, 2023.
+Added: Aggregate preference in liquidation of $ 4,056,803 as of March 31, 2024 and $ 4,006,512 as of December 31, 2023
Series A convertible preferred stock, $ 0.001 par value;
−Removed: 264 shares issued and outstanding at September 30, 2023 and December 31, 2022
+Added: 264 shares issued and outstanding at March 31, 2024 and December 31, 2023
Series B convertible preferred stock, $ 0.001 par value;
−Removed: 237,745 shares issued and outstanding at September 30, 2023 and December 31, 2022
+Added: 0 shares issued and outstanding at March 31, 2024 and 119,000 shares issued and outstanding at December 31, 2023
Common stock, $ 0.001 par value;
−Removed: 100,000,000 shares authorized at September 30, 2023 and December 31, 2022;
−Removed: 12,642,822 shares issued and outstanding at September 30, 2023 and 9,422,089 shares issued and outstanding at December 31, 2022
+Added: 100,000,000 shares authorized at March 31, 2024 and December 31, 2023;
+Added: 1,318,259 shares issued and outstanding at March 31, 2024 and 1,058,892 shares issued and outstanding at December 31, 2023
Additional paid-in capital
8 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Clinical trial supply
4 unchanged sentences
Operating loss
−Removed: Other income (expense):
+Added: Other income:
Foreign exchange gains (losses)
Interest income
−Removed: Other income (expense), net
−Removed: Total other income (expense), net
+Added: Other income, net
+Added: Total other income, net
Loss before taxes
9 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Translation adjustment
15 unchanged sentences
Balances at March 31, 2023
−Removed: Issue of common stock on At Market issuance sales agreement, net of expenses
−Removed: Accretion on redeemable common stock
−Removed: Stock-based compensation
−Removed: Preferred stock dividends
−Removed: Unrealized foreign exchange on intercompany loans
−Removed: Translation adjustment
−Removed: Loss for the period
−Removed: Balances at June 30, 2022
−Removed: Reclassification of redeemable common stock
−Removed: ( 1,130,000 )
−Removed: Accretion on redeemable common stock
−Removed: Stock-based compensation
−Removed: Preferred stock dividends
−Removed: Unrealized foreign exchange on intercompany loans
−Removed: Translation adjustment
−Removed: Loss for the period
−Removed: Balances at September 30, 2022
Balances at December 31, 2023
−Removed: Stock-based compensation
−Removed: Preferred stock dividends
−Removed: Unrealized foreign exchange on intercompany loans
−Removed: Translation adjustment
−Removed: Loss for the period
−Removed: Balances at March 31, 2023 (restated)
−Removed: Reclassification of redeemable common stock
−Removed: Stock-based compensation
−Removed: Preferred stock dividends
−Removed: Unrealized foreign exchange on intercompany loans
−Removed: Translation adjustment
−Removed: Loss for the period
−Removed: Balances at June 30, 2023 (restated)
−Removed: Reclassification of redeemable common stock
+Added: Issue of common stock upon conversion of pre-funded warrants in underwritten offering net of issuance costs
+Added: Series B Preferred stock conversions
Stock-based compensation
3 unchanged sentences
Loss for the period
−Removed: Balances at September 30, 2023
+Added: Balances at March 31, 2024
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Operating activities:
10 unchanged sentences
Financing activities:
−Removed: Proceeds, net of issuance costs, from issuing common stock and warrants
+Added: Costs from issuing common stock and pre-funded warrants
Payment of preferred stock dividend
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
8 unchanged sentences
Accrual of preferred stock dividends
−Removed: Accretion on redeemable common stock
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Restatement of Prior Financial Information .
−Removed: As previously summarized in our Current Report on Form 8-K filed with the SEC on November 15, 2023, during recent contract renegotiations with a contract counterparty related to the Company’s 065-102 study and the related return to the Company of the original contract deposit of $1.0 million and the subsequent preparation of the Company’s financial statements for the period ended September 30, 2023, the Company identified an error in the accounting treatment of contract deposit-related invoices during the period September 2021 to November 2021.
−Removed: Vendor invoices totaling $549,295 related to contractually required deposits received during September 2021 and November 2021 were incorrectly expensed to the income statement instead of being capitalized on the balance sheet as non-current deposits.
−Removed: The amounts were contractually required to remain on deposit until the end of the related contract.
−Removed: This resulted in an overstatement of operating loss of $293,845 for the quarter ended September 30, 2021 and $255,450 for the quarter ended December 31, 2021 and a corresponding understatement of non-current deposits in the same periods.
−Removed: In addition, the Company’s UK research and development tax credits were consequentially overstated by $64,000 for the quarter ended September 30, 2021 and $55,000 for the quarter ended December 31, 2021.
−Removed: On August 12, 2022, we became aware that our shelf registration statement on Form S-3 had expired on June 21, 2022.
−Removed: Prior to becoming aware of the expiration, but following the expiration, we sold an aggregate of 1,987,100 shares of our common stock at market prices for aggregate proceeds of approximately $2,721,187.
−Removed: The sale of these shares were subject to potential rescission rights by certain stockholders.
−Removed: As a result of these rescission rights, we classified 3,117,100 shares (including 1,130,000 previously issued and outstanding shares sold for which the Company did not receive proceeds and which were reclassified to temporary equity as of September 30, 2022), with an aggregate redemption value of $4,494,496 of our common stock as stock outside stockholders equity.
−Removed: In connection with the third quarter financial statement close process, the Company determined that it should have recorded 798,200 shares subject to potential rescission rights as temporary equity as of June 30, 2022 and these should have been reclassified out of temporary equity as of June 30, 2023 upon expiration of the rescission rights.
−Removed: The Company had recorded reclassification of these 798,200 shares sold in the second quarter of 2022, which had a redemption value of $1,105,507 to temporary equity as of September 30, 2022.
−Removed: Moreover, the Company has determined that it did not properly account for the $135,000 of aggregate fees paid in connection with the sale of those shares as a dividend to those stockholders.
−Removed: The $135,000 of fees should be accounted for as accretion to the maximum redemption amount of the shares subject to potential rescission in the computation of loss per share as of June 30, 2022 and September 30, 2022 and the year ended December 31, 2022, as well as of March 31, 2023 and June 30, 2023, as is required by ASC 480-10-S99-3A(20).
−Removed: The effect of the error corrections affecting the unaudited consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023
−Removed: are as follows (in thousands, except per share amounts):
−Removed: March 31, 2023
−Removed: March 31, 2023
−Removed: CONSOLIDATED BALANCE SHEETS
−Removed: As previously reported
−Removed: Non-current deposits
−Removed: LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: Accrued and other current liabilities
−Removed: Total current liabilities
−Removed: Total liabilities
−Removed: Accumulated deficit
−Removed: Total stockholders’ equity
−Removed: Total liabilities and stockholders’ equity
−Removed: Three Months Ended March 31,
−Removed: CONSOLIDATED STATEMENTS OF INCOME
−Removed: As previously reported
−Removed: Net loss applicable to common shareholders
−Removed: Basic and diluted earnings per common share:
−Removed: Net Loss per share - basic and diluted (common shareholders)
−Removed: Net Loss per share - basic and diluted (redeemable common shareholders)
−Removed: March 31, 2023
−Removed: March 31, 2023
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
−Removed: As previously reported
−Removed: Accumulated Deficit (Balances at December 31, 2022)
−Removed: Accumulated Deficit (Balances at March 31, 2023)
−Removed: Total Stockholders' Equity (Balances at March 31, 2023)
−Removed: June 30, 2023
−Removed: June 30, 2023
−Removed: As previously
−Removed: CONSOLIDATED BALANCE SHEETS
−Removed: Non-current deposits
−Removed: LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: Accrued and other current liabilities
−Removed: Total current liabilities
−Removed: Total liabilities
−Removed: Temporary equity
−Removed: Additional Paid-In Capital
−Removed: Accumulated deficit
−Removed: Total stockholders’ equity
−Removed: Total liabilities and stockholders’ equity
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
−Removed: CONSOLIDATED STATEMENTS OF INCOME
−Removed: As previously reported
−Removed: As previously reported
−Removed: Net loss applicable to common shareholders
−Removed: Basic and diluted earnings per common share:
−Removed: Net Loss per share - basic and diluted (common shareholders)
−Removed: Net Loss per share - basic and diluted (redeemable common shareholders)
−Removed: June 30, 2023
−Removed: June 30, 2023
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
−Removed: As previously reported
−Removed: Accumulated Deficit (Balances at December 31, 2022)
−Removed: Accumulated Deficit (Balances at March 31, 2023)
−Removed: Total Stockholders' Equity (Balances at March 31, 2023)
−Removed: Common Stock - Issue of common stock on At Market, net of expenses
−Removed: Common Stock (Balances at June 30, 2023)
−Removed: Additional Paid-In Capital - Issue of common stock on At Market, net of expenses
−Removed: Additional Paid-In Capital (Balances at June 30, 2023)
−Removed: Accumulated Deficit (Balances at June 30, 2023)
−Removed: Total Stockholders' Equity (Balances at June 30, 2023)
−Removed: Common Stock No.
−Removed: Shares (Reclassification of redeemable common stock)
−Removed: Common Stock No.
−Removed: Shares (Balance at June 30, 2023)
−Removed: The correction of the errors did not change the reported net loss in 2023 or the 2022 comparative periods.
Company Overview
3 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.
−Removed: Through September 30, 2023, 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.
+Added: Through March 31, 2024, 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
−Removed: The consolidated balance sheet as of September 30, 2023, the consolidated statements of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and all related disclosures contained in the accompanying notes, are unaudited.
+Added: The consolidated balance sheet as of March 31, 2024, the consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three months ended March 31, 2024 and 2023, and all related disclosures contained in the accompanying notes, are unaudited.
The consolidated balance sheet as of December 31, 2023 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024.
The consolidated financial statements are presented on the basis of accounting principles that are generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC.
−Removed: Accordingly, they do not include all the information and footnotes required by GAAP for a complete set of financial statements.
−Removed: In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of September 30, 2023, and the results of operations and, comprehensive loss for the three and nine months ended September 30, 2023, and cash flows for the nine months ended September 30, 2023, have been made.
−Removed: The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other reporting period.
+Added: 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.
+Added: 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, 2024, and the results of operations, comprehensive loss, and cash flows for the three months ended March 31, 2024 and 2023, have been made.
+Added: The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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, 2023 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024.
5 unchanged sentences
In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable.
−Removed: Under ASC 205-40, the future receipts of potential funding from future equity or debt issuances or by entering into partnership agreements cannot be considered probable at this time because these plans are not entirely within the Company’s control nor have they been approved by the Board of Directors as of the date of these consolidated financial statements.
−Removed: Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 5.9 million as of September 30, 2023, will allow it to meet liquidity requirements through the end of 2023.
−Removed: However, the current operating plan includes discretionary expenditures, which if not incurred and taken together with the anticipated receipt of research & development tax credits of approximately $ 3.1 million in the first quarter of 2024 could extend liquidity requirements into the second quarter of 2024.
−Removed: The Company’s history of losses, negative cash flows from operations, liquidity resources currently on hand, and its dependence on the ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in the assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issuance date of these financial statements.
+Added: Under ASC 205-40, the future receipts of potential funding from future equity or debt issuances or by entering into partnership agreements cannot be considered probable at this time because these plans are not entirely
+Added: within the Company’s control nor have they been approved by the Board of Directors as of the date of these consolidated financial statements.
+Added: Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 2.8 million as of March 31, 2024, together with the $ 8.0 million gross proceeds from equity financing received in May 2024 will allow it to meet its liquidity requirements into the fourth quarter of 2024.
+Added: The Company’s history of losses, negative cash flows from operations, potential rescission rights, liquidity resources currently on hand, and its dependence on the ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in the assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issuance date of these financial statements.
While the Company has plans in place to mitigate this risk, which primarily consist of raising additional capital through a combination of public or private equity or debt financings or by entering into partnership agreements for further development of our drug candidates, there is no guarantee that it will be successful in these mitigation efforts.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.
−Removed: Accounting Standards Adopted in the Period
−Removed: In November 2021 , the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2021-10, Government Assistance (Topic 832):
−Removed: Disclosures by Business Entities about Government Assistance .
−Removed: This Accounting Standards Update (“ASU”) requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model under ASC 958-605 or based on International Accounting Standard No.
−Removed: ASU 2021-10 became effective on January 1, 2022.
−Removed: The adoption of this guidance had no material effect on the Company’s Consolidated Financial Statements.
−Removed: 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) .
−Removed: The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options.
−Removed: This amendment became effective on January 1, 2022.
−Removed: The adoption of this new guidance did 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
−Removed: The FASB has issued ASU 2020-04, “Reference Rate Reform (Topic 848)”.
+Added: The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848)”.
This standard provides optional expedients and exceptions for applying 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).
3 unchanged sentences
The Company does not currently have any contracts affected by this guidance.
+Added: The FASB has issued ASU 2023-07, “Segment Reporting (Topic 280)”.
+Added: This standard will require all public entities – even those like the Company that have a single reportable segment – to disclose additional information about the title and position of the Chief Operating Decision Maker (“CODM”), the measure or measures of segment profit and loss used by the CODM in assessing segment performance and deciding how to allocate resources, an explanation of how the CODM uses the reported measure(s) in assessing segment performance, significant segment expenses that are regularly provided to the CODM, and a reconciliation of segment profit and loss to the closest consolidated totals prepared under United States GAAP.
+Added: The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: ASU 2023-07 will not change the way in which reportable segments are determined.
+Added: However, the Company is currently evaluating the effects of ASU 2023-07 on its financial statement presentation and disclosures.
+Added: The FASB has issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures”.
+Added: This standard will require all entities to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign for each annual reporting period.
+Added: The guidance in ASU 2023-09 becomes effective for annual periods beginning after December 15, 2024.
+Added: The Company does not anticipate that ASU 2023-09 will require significant adjustments to the presentation of that information.
Fair Value of Financial Instruments
6 unchanged sentences
No taxes were recorded on items of other comprehensive income (loss).
−Removed: There were no reclassifications out of other comprehensive income (loss) during the nine months ended September 30, 2023 and 2022.
+Added: There were no reclassifications out of other comprehensive income (loss) during the three months ended March 31, 2024 and 2023.
+Added: Foreign Currency and Currency Translation
+Added: 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.
+Added: 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.
+Added: This accounting policy is also applied to intercompany payables or receivables for which settlement is planned or anticipated in the foreseeable future.
+Added: 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.
+Added: 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.
+Added: 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 for which
+Added: settlement is not planned or anticipated in the foreseeable future and that are of a long-term-investment nature, are recorded in other comprehensive loss.
+Added: The Company accounts for lease contracts in accordance with ASC 842.
+Added: As of March 31, 2024, the Company’s outstanding leases are classified as operating leases.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Company evaluates options included in its lease agreements to extend or terminate the lease.
+Added: 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.
+Added: In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as:
+Added: ● The lease payments due in any optional period;
+Added: ● Penalties for failure to exercise (or not exercise) the option;
+Added: ● Market factors, such as the availability of similar assets and current rental rates for such assets;
+Added: ● The nature of the underlying leased asset and its importance to the Company’s operations;
+Added: ● The remaining useful lives of any related leasehold improvements.
+Added: Lease expense for operating leases is recognized on a straight-line basis over the lease term.
+Added: Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred.
+Added: Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset.
+Added: Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset.
+Added: The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.
Revenue Recognition
13 unchanged sentences
The transaction price is allocated to each performance obligation based on the relative selling price of each performance obligation.
−Removed: The best estimate of the selling price is determined after considering all reasonably available
−Removed: information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable and internal profit and pricing objectives.
+Added: The best estimate of the selling price is determined after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable and internal profit and pricing objectives.
The revenue allocated to each performance obligation is recognized as or when the Company satisfies the performance obligation.
−Removed: The Company recognizes a contract asset, when the value of satisfied (or partially satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue when the amount of unconditional consideration is in excess of the value of satisfied (or partially satisfied) performance obligations.
+Added: The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations.
Once a right to receive consideration is unconditional, that amount is presented as a receivable.
Grant revenue received from organizations that are not the Company’s customers, such as charitable foundations or government agencies, is presented as a reduction against the related research and development expenses.
−Removed: The Company accounts for lease contracts in accordance with ASC 842.
−Removed: As of September 30, 2023, the Company’s outstanding leases are classified as operating leases.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company evaluates options included in its lease agreements to extend or terminate the lease.
−Removed: 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.
−Removed: In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as:
−Removed: ● The lease payments due in any optional period;
−Removed: ● Penalties for failure to exercise (or not exercise) the option;
−Removed: ● Market factors, such as the availability of similar assets and current rental rates for such assets;
−Removed: ● The nature of the underlying leased asset and its importance to the Company’s operations;
−Removed: ● The remaining useful lives of any related leasehold improvements.
−Removed: Lease expense for operating leases is recognized on a straight-line basis over the lease term.
−Removed: Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred.
−Removed: Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset.
−Removed: Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset.
−Removed: The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.
−Removed: The Company recognized $ 16,000 of revenue for the three months ended September 30, 2023, and $ 389,000 of revenue for the nine months ended September 30, 2023.
−Removed: This revenue relates to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.
−Removed: There were no revenues recognized for the comparative periods in 2022.
+Added: The Company recognized $ 29,000 of revenue for the three months ended March 31, 2024, relating to recovery of clinical manufacturing costs associated with an investigator sponsored.
+Added: There were no revenues recognized for the comparative period in 2023.
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.
−Removed: During 2022 and 2023, the Company calculated loss per share using the two-class method.
−Removed: The two-class method is an allocation formula that determines loss per share for each share of common stock and redeemable common stock (see note 11) , a participating security, according to dividends declared and participation rights in undistributed earnings.
−Removed: Three Months Ended
−Removed: March 31, 2023
−Removed: As restated (see Note 1)
−Removed: Dividend on convertible exchangeable preferred shares
−Removed: Net loss attributable to common shareholders
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Remaining undistributed loss
−Removed: Three Months Ended March 31, 2023
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Allocation of undistributed loss
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Net loss attributable to common shareholders
−Removed: Weighted-average number of common shares used in loss per share – basic and diluted
−Removed: Loss per share - basic and diluted
−Removed: Distributed earnings
−Removed: Undistributed loss
−Removed: Net loss per share
−Removed: Three And Six Months Ended June 30, 2023
−Removed: As restated (see Note 1)
−Removed: As restated (see Note 1)
−Removed: Dividend on convertible exchangeable preferred shares
−Removed: Net loss attributable to common shareholders
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Remaining undistributed loss
−Removed: Three Months Ended June 30, 2023
−Removed: Six Months Ended June 30, 2023
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Allocation of undistributed loss
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Net loss attributable to common shareholders
−Removed: Weighted-average number of common shares used in loss per share – basic and diluted
−Removed: Loss per share - basic and diluted
−Removed: Distributed earnings
−Removed: Undistributed loss
−Removed: Net loss per share
−Removed: Three And Nine Months Ended September 30, 2023
−Removed: Dividend on convertible exchangeable preferred shares
−Removed: Net loss attributable to common shareholders
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Remaining undistributed loss
−Removed: Three Months Ended September 30, 2023
−Removed: Nine Months Ended September 30, 2023
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Allocation of undistributed loss
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Net loss attributable to common shareholders
−Removed: Weighted-average number of common shares used in loss per share – basic and diluted
−Removed: Loss per share - basic and diluted
−Removed: Distributed earnings
−Removed: Undistributed loss
−Removed: Net loss per share
−Removed: Three And Nine Months Ended September 30, 2022
−Removed: Dividend on convertible exchangeable preferred shares
−Removed: Net loss attributable to common shareholders
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Remaining undistributed loss
−Removed: Three Months Ended September 30, 2022
−Removed: Nine Months Ended September 30, 2022
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Common Shareholders
−Removed: Redeemable Common Shareholders
−Removed: Allocation of undistributed loss
−Removed: Deemed dividend on accretion of redeemable common stock
−Removed: Net loss attributable to common shareholders
−Removed: Weighted-average number of common shares used in loss per share – basic and diluted
−Removed: Loss per share - basic and diluted
−Removed: Distributed earnings
−Removed: Undistributed loss
−Removed: Net loss per share
−Removed: The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three months ended September 30, 2023 and 2022, as the result would be anti-dilutive:
−Removed: September 30,
−Removed: September 30,
+Added: 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, 2024 and 2023, as the result would be anti-dilutive:
Stock options
7 unchanged sentences
Prepaid expenses and other current assets consisted of the following (in $000s):
−Removed: September 30,
Research and development tax credit receivable
1 unchanged sentence
Other current assets
−Removed: Other current assets as of September 30, 2023 include reclassification of approximately $ 1.6 million of clinical trial deposits previously recognized as long term but now expected to be consumed within one year as of September 30, 2023.
Non-Current Assets
−Removed: As of September 30, 2023, the Company had non-current assets of $ 1.3 million, which is primarily comprised of clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials.
+Added: As of March 31, 2024, the Company had non-current assets of $ 1.2 million, which 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
Accrued and other current liabilities consisted of the following (in $000s):
−Removed: September 30,
Accrued research and development
1 unchanged sentence
Other current liabilities
−Removed: Other current liabilities for the year ended December 31, 2022 were largely attributed to accrued payroll costs.
−Removed: The Company currently has an operating lease liability relating to its facilities in Berkeley Heights, New Jersey.
−Removed: For the nine months ended September 30, 2023 and 2022, the Company recognized operating lease expenses of $ 55,982 and $ 46,699 respectively, including $ 7,902 in 2023 relating to a short term lease for offices in Dundee, Scotland.
−Removed: Cash payments made during the nine months ended September 30, 2023 and 2022 totaled $ 55,245 and $ 46,489 , respectively, and were presented within cash outflows from operating activities.
−Removed: The remaining lease term as of September 30, 2023 is approximately 1.8 years for the Berkeley Heights facility.
+Added: The Company currently has an operating lease relating to its facilities in Berkeley Heights, New Jersey.
+Added: For the three months ended March 31, 2024 and 2023, the Company recognized operating lease expenses of $ 19,039 and $ 17,949 , respectively, including $ 3,011 and $ 1,945 respectively relating to a short term lease for offices in
+Added: Dundee, Scotland.
+Added: Cash payments made during the three months ended March 31, 2024 and 2023 totaled $ 19,037 and $ 17,634 , respectively, and were presented within cash outflows from operating activities.
+Added: The remaining lease term as of March 31, 2024 is approximately 1.3 years for the Berkeley Heights facility.
The discount rate used by the Company in determining the lease liability was 12 %.
Remaining lease payments for both facilities are as follows (in $000s):
+Added: Total future minimum lease obligation
+Added: Less imputed interest
Stock Based Compensation
ASC 718 requires compensation expense associated with share-based awards to be recognized 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.
+Added: Most of the awards granted by the Company (and still outstanding) vest ratably over one to four years .
The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest.
Forfeitures are recognized in the periods when they occur.
−Removed: Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and nine months ended September 30, 2023 and 2022 as shown in the following table (in $000s):
+Added: Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three months ended March 31, 2024 and 2023 as shown in the following table (in $000s):
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
General and administrative
Research and development
−Removed: Stock-based compensation costs before income taxes
+Added: Stock-based compensation costs
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.
1 unchanged sentence
The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.
−Removed: On June 14, 2022, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock available for grant under the 2018 Plan by 500,000 shares.
−Removed: On June 13, 2023, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock available for grant under the 2018 Plan by an additional 900,000 shares.
−Removed: As of September 30, 2023, the Company has reserved 336,984 shares of the Company’s common stock under the 2018 Plan for future issuances.
+Added: On June 13, 2023, the Company’s stockholders approved an additional 60,000 shares of common stock that may be issued under the 2018 Plan.
+Added: As of March 31, 2024, the Company has reserved 9,213 shares of the Company’s common stock under the 2018 Plan for future issuances.
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 13,333 shares of the Company’s common stock (or the equivalent of such number).
−Removed: As of September 30, 2023, 120,000 shares under the Inducement Plan have been issued, leaving 80,000 shares in reserve.
+Added: As of March 31, 2024, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares.
Option Grants and Exercises
−Removed: There were 650,128 options granted during the nine months ended September 30, 2023.
−Removed: These options had a grant date fair value ranging between $ 0.42 -$ 0.73 per option.
−Removed: There were 522,337 options granted during the nine months ended September 30, 2022.
+Added: There were 12,500 options granted during the quarter ended March 31, 2024, all issued under the 2018 Plan.
+Added: These options had a grant date fair value of $ 1.77 per option.
+Added: There were 733 options granted during the three months ended March 31, 2023.
These options had a grant date fair value ranging between $ 7.56 -$ 10.98 per option.
−Removed: Of the options granted during the nine months ended September 30, 2023, 384,500 shall vest on the third anniversary of their date of grant, or earlier if either of the certain performance conditions are met relating to enrollment goals for various clinical studies.
−Removed: For purposes of the below calculations, the Company has assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time.
+Added: All of the options granted during the quarter ended March 31, 2024 shall vest six months from their date of grant.
+Added: All of the options granted in the quarter ended March 31, 2023 will vest in monthly installments over three years from the date of grant.
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:
−Removed: Nine months ended
−Removed: Nine months ended
−Removed: September 30, 2023
−Removed: September 30, 2022
+Added: Three months ended
+Added: Three months ended
+Added: March 31, 2024
+Added: March 31, 2023
Expected term (years)
1 unchanged sentence
3.660 % – 4.160 %
−Removed: 1.370 % – 3.605 %
Expected dividend yield over expected term
−Removed: There were no stock options exercised during each of the nine months ended September 30, 2023 and 2022, respectively.
+Added: Resulting weighted average grant date fair value
+Added: There were no stock options exercised during each of the three months ended March 31, 2024 and 2023, 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.
+Added: As of March 31, 2024, the total remaining unrecognized compensation cost related to the non-vested stock options with service conditions amounted to approximately $ 0.7 million, which will be amortized over the weighted-average remaining requisite service period of 1.1 years.
Outstanding Options
3 unchanged sentences
Cancelled/forfeited
−Removed: Options outstanding at September 30, 2023
−Removed: Unvested at September 30, 2023
−Removed: Vested and exercisable at September 30, 2023
+Added: Options outstanding at March 31, 2024
+Added: Unvested at March 31, 2024
+Added: Vested and exercisable at March 31, 2024
Restricted Stock Units
−Removed: The Company issued 384,314 restricted stock units during the nine months ended September 30, 2023.
−Removed: The 127,314 restricted stock units issued in June 2023 vest on the first anniversary of the date of grant.
−Removed: Each of these restricted stock units were valued at $ 0.59 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.
−Removed: The 257,000 restricted stock units issued in January 2023 vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met.
+Added: The Company issued 12,500 restricted stock units during the three months ended March 31, 2024.
+Added: These restricted stock units vest monthly over a six-month service period.
+Added: These restricted stock units were valued at $ 2.28 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.
+Added: Exactly 17,133 restricted stock units issued in January 2023 vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met.
A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time.
Each restricted stock unit was valued at $ 13.50 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.
−Removed: The Company issued 118,665 restricted stock units during the year ended December 31, 2022.
−Removed: These restricted stock units vest over a period of one year for awards granted to directors and three years for grants to employees.
−Removed: 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.
−Removed: Summarized information for restricted stock units as of September 30, 2023 is as follows:
+Added: During 2023, 300 of these restricted stock units were forfeited as the recipient voluntarily terminated employment with the Company.
+Added: As of March 31, 2024, an additional 2,080 of these restricted stock units have been forfeited due to the holders termination of employment with the Company.
+Added: Summarized information for restricted stock units as of March 31, 2024 is as follows:
Value Per Share
−Removed: Restricted Stock Units outstanding at September 30, 2023
−Removed: Unvested at September 30, 2023
−Removed: Vested and exercisable at September 30, 2023
+Added: Restricted Stock Units outstanding at December 31, 2023
+Added: Cancelled/forfeited
+Added: Restricted Stock Units outstanding at March 31, 2024
+Added: Unvested at March 31, 2024
+Added: Vested at March 31, 2024
Stockholders Equity
+Added: December 2023 Registered Direct Offering Securities Purchase Agreement
+Added: On December 21, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (“Purchasers”).
+Added: Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (“Registered Direct Offering”) 168,500 shares (“Shares”) of the Company’s common stock, $ 0.001 par value per share (“Common Stock”), and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 219,700 shares of Common Stock.
+Added: The Pre-Funded Warrants have an exercise price of $ 0.001 per share and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full.
+Added: Each Share is being sold at an offering price of $ 3.315 and each Pre-Funded Warrant is being sold at an offering price of $ 3.314 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant).
+Added: The Pre-Funded Warrants have been included in the calculation of basic and diluted loss per share for all periods outstanding.
+Added: Pursuant to the Securities Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), the Company also agreed to issue to the Purchasers unregistered warrants (“Common Warrants”) to purchase up to 388,200 shares of Common Stock.
+Added: Each Common Warrant has an exercise price of $ 3.19 per share, is exercisable immediately following their original issuance and will expire seven years from the original issuance date.
+Added: The closing of the offering occurred on December 26, 2023, and the net proceeds to the Company were approximately $ 1.0 million, after deducting placement agent fees and other offering expenses payable by the Company.
+Added: On December 21, 2023, in a separate concurrent insider private placement (the “Insider Private Placement”), the Company also entered into a Securities Purchase Agreement with certain of its executive officers (the “Insider Securities Purchase Agreement”) pursuant to which the Company agreed to sell in a private placement (i) 6,070 shares of Common Stock and warrants to purchase 6,070 shares of Common Stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Spiro Rombotis, the Company’s Chief Executive Officer, and (ii) 1,886 shares of Common Stock and warrants to purchase 1,886 shares of Common Stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Paul McBarron, the Company’s Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer.
+Added: Each such share of Common Stock and accompanying warrant was sold at a purchase price of $ 3.315 , which was the same purchase price for the Shares sold in the Registered Direct Offering.
+Added: Ladenburg Thalmann & Co.
+Added: (the “Placement Agent”) acted as the exclusive placement agent for the Offerings, pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated December 21, 2023, by and between the Company and the Placement Agent.
+Added: Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash placement fee equal to 8.0 % of the aggregate gross proceeds raised in the Offerings from sales arranged for by the Placement Agent.
+Added: Subject to certain conditions, the Company also agreed to reimburse all reasonable travel and other out-of-pocket expenses of the Placement Agent in connection with the Offerings, including but not limited to legal fees, up to a maximum of $ 85,000 .
+Added: In addition, the Placement Agent also received warrants that have substantially the same terms as the Warrants issued in the concurrent private placement to the Purchasers in the Offerings to purchase that number of shares of Common Stock equal to 6.0 % of the aggregate number of shares of Common Stock and Prefunded Warrants sold in the Offerings, or an aggregate of 23,769 shares of Common Stock, at an exercise price of $ 4.14375 per share (the “Placement Agent Warrants”).
+Added: The Placement Agent Warrants will be exercisable immediately following the date of issuance and will expire five years from issuance.
+Added: The Placement Agency Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.
+Added: The Company has agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the Placement Agency Agreement, or to contribute to payments that the Placement Agent may be required to make in respect of those liabilities.
+Added: Each of the instruments issued in the Offerings and the Insider Private Placement have been classified and recorded as part of shareholders’ equity.
+Added: The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:
+Added: The aggregate fair value of the Placement Agent Warrants was $ 47,000 .
+Added: These have been accounted for as a direct cost of the Offerings and Inside Private Placement, resulting in no net effect to overall shareholders’ equity.
+Added: In determining the fair values of the Pre-Funded Warrants, Regular Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:
+Added: The fair value of the common shares was determined using the closing price of the Company’s common stock as of December 26, 2023, which is the date that the Offerings and the Insider Private Placement closed.
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.
−Removed: ("Cantor"), pursuant to which the Company could issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 10.0 million through Cantor as the sales agent.
+Added: ("Cantor"), pursuant to which the Company could 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 could 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.
1 unchanged sentence
Prior to becoming aware of the expiration, the Company sold an aggregate of 132,473 shares of its common stock at the market price, following the expiration of the Registration Statement and through August 12, 2022, for aggregate proceeds of approximately $ 2,721,187 .
−Removed: There was no sale of shares after August 12, 2022.
−Removed: The sale of these shares may have been subject to potential rescission rights by certain stockholders.
−Removed: As a result of these potential rescission rights, the Company reclassified 3,117,100 shares (including 1,130,000 shares sold for which the Company did not receive any proceeds) with an aggregate redemption value of $ 4,494,496 , of its common stock as outside stockholders’ equity.
−Removed: These shares have been treated as issued and outstanding for financial reporting purposes.
−Removed: The reclassification period for these shares has now lapsed and the shares have been reclassified back to permanent equity.
−Removed: As of September 30, 2023, there have been no claims or demands to exercise such rights.
+Added: There was no sale of shares post August 12, 2022.
+Added: The sale of these shares was subject to potential rescission rights by certain shareholders.
+Added: As a result of these potential rescission rights, the Company reclassified 207,807 shares (including 75,333 shares sold for which the Company did not receive any proceeds), with an aggregate purchase price of $ 4,494,496 of its common as stock outside stockholders’ equity through the expiration date of those rescission rights in August 2023.
+Added: These shares were treated as issued and outstanding for purposes of calculating basic and diluted loss per share in the three months ended March 31, 2023.
+Added: The rescission rights for these shares have lapsed and the shares were reclassified back to permanent equity.
+Added: There have been no claims or demands to exercise such rights.
On August 15, 2022, due to expiry of the Registration Statement, the Sales Agreement was mutually terminated.
−Removed: Since the start of the agreement on August 12, 2021, a total of 3,281,067 shares, for gross proceeds of approximately $ 7.6 million, had been sold pursuant to the Sales Agreement.
+Added: A total of 218,738 shares, for gross proceeds of approximately $ 7.6 million, had been sold pursuant to the Sales Agreement.
December 2023 Warrants
−Removed: As of September 30, 2023, warrants to purchase 669,854 shares of common stock issued pursuant to a securities purchase agreement in a December 2020 financing transaction remained outstanding.
+Added: As of March 31, 2024, warrants to purchase a total of 419,925 shares of common stock issued pursuant to a securities purchase agreement in a December 2023 financing transaction remained outstanding.
+Added: A total of 396,156 warrants, including 7,956 warrants issued in a concurrent private placement, are exercisable immediately from the date of issuance for a period of seven years after the date of issuance, at an exercise price of $ 3.19 per warrant share.
+Added: A further 23,769 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five years after the date of issuance, at an exercise price of $ 4.14375 per warrant share.
+Added: There were no exercises of these warrants during the three months ended March 31, 2024.
+Added: December 2020 Warrants
+Added: As of March 31, 2024, warrants to purchase 44,657 shares of common stock issued pursuant to a securities purchase agreement in a December 2020 financing transaction 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 $ 61.95 per warrant share.
1 unchanged sentence
The warrants may be exercised on a “cashless” basis.
−Removed: There were no exercises of these warrants during the nine months ended September 30, 2023 or September 30, 2022.
+Added: There were no exercises of these warrants during the three months ended March 31, 2024 or March 31, 2023.
April 2020 Warrants
−Removed: As of September 30, 2023, 2,190,000 warrants issued pursuant to a securities purchase agreement in connection with an April 2020 equity financing remained outstanding, each with an exercise price of $ 5.00 .
+Added: As of March 31, 2024, 146,000 warrants issued pursuant to a securities purchase agreement in connection with an April 2020 equity financing remained outstanding, each with an exercise price of $ 75.00 .
The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date.
2 unchanged sentences
A common warrant to purchase one share of common stock was issued for every share of common stock purchased in this offering.
−Removed: The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise).
+Added: The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the
+Added: Company’s common stock purchased upon such exercise (except in the case of a cashless exercise).
A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99 % of the outstanding common stock immediately after exercise, except that upon at least 61 days prior notice from the holder to the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.
1 unchanged sentence
In lieu of fractional shares, the Company will round down to the next whole share.
−Removed: There were no exercises of these warrants during the nine months ended September 30, 2023 or September 30, 2022.
+Added: There were no warrants exercised during the three months ended March 31, 2024 or March 31, 2023.
July 2017 Warrants
−Removed: As of September 30, 2023, 374,525 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $ 40.00 .
+Added: As of March 31, 2024, 24,968 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $ 600.00 .
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.
−Removed: There were no exercises of these warrants during the nine months ended September 30, 2023 or September 30, 2022.
+Added: There were no exercises of these warrants during the three months ended March 31, 2024 or March 31, 2023.
Series B Preferred Stock
237,745 shares of the Company’s Series B Preferred Stock were issued in a December 2020 Securities Purchase Agreement.
−Removed: Each share of Series B Preferred Stock shall initially be convertible into five shares of Common Stock,
−Removed: subject to adjustment in accordance with the Certificate of Designation.
−Removed: As of September 30, 2023, 237,745 shares of the Series B Preferred Stock remained issued and outstanding.
−Removed: 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 Company’s common stock.
+Added: Each share of Series B Preferred Stock were initially convertible into one third (1/3) share of Common Stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation.
+Added: 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.
1 unchanged sentence
The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.
−Removed: The Series B Preferred Stock may be converted into shares of common stock if and solely to the extent that such conversion would not result in the holder beneficially owning in excess of 9.99 % of then-outstanding common stock or aggregate voting power of the Company and any portion in excess of such limitation will remain outstanding as Series B Preferred Stock.
+Added: 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.
+Added: During the year ended December 31, 2023, 118,745 shares of Series B Preferred Stock were converted, at the option of the holder, into 39,582 shares of Common Stock.
+Added: During the three months ended March 31, 2024, the remaining 119,000 shares of Series B Preferred Stock were converted, at the option of the holder, into 39,667 shares of Common Stock.
Series A Preferred Stock
−Removed: 8,872 shares of the Company’s Series A Preferred Stock were issued in the July 2017 underwritten public offering.
−Removed: 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.
−Removed: As of September 30, 2023, 264 shares of the Series A Preferred Stock remained issued and outstanding .
+Added: 8,872 shares of the Company’s Series A Preferred Stock were issued in a 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 $ 600.00 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.
−Removed: The 264 shares of Series A Preferred Stock issued and outstanding at September 30, 2023 are convertible into 6,600 shares of common stock.
−Removed: 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.
+Added: As of March 31, 2024 and 2023, 264 shares of the Series A Preferred Stock remain issued and outstanding.
+Added: The 264 shares of Series A Preferred Stock issued and outstanding at March 31, 2024, are convertible into 440 shares of common stock.
+Added: 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.
−Removed: 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.
−Removed: 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 (the “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.
−Removed: 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.
+Added: 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 Series A Preferred Stock.
+Added: 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.
+Added: The right to cause each holder of 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.
−Removed: In the event of any liquidation or dissolution of the Company, the
−Removed: Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution.
+Added: 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.
6 % Convertible Exchangeable Preferred Stock
−Removed: As of September 30, 2023, 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.
+Added: As of March 31, 2024, 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.
−Removed: As of September 30, 2023, accrued and unpaid dividends amounted to $ 50,291 .
+Added: As of March 31, 2024, there were no accrued and unpaid dividends.
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 $ 888,300 , 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
−Removed: On September 6, 2023 , the board of directors declared a quarterly cash dividend in the amount of $ 0.15 per share on the Company’s 6 % Preferred Stock.
−Removed: The cash dividend was paid on November 1, 2023 to the holders of record of the 6 % Preferred Stock as of the close of business on October 20, 2023 .
+Added: On April 25, 2024, the Board of Directors of Cyclacel Pharmaceuticals, Inc.
+Added: (the “Company”) passed a resolution to suspend payment of the quarterly cash dividend on the Company’s 6 % Convertible Exchangeable Preferred Stock (the “Preferred Stock”) scheduled for May 1, 2024.
+Added: The Board of Directors will continue to evaluate the payment of a quarterly cash dividend on a quarterly basis.
+Added: Securities Purchase Agreement
+Added: On April 30, 2024, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement of (i) 145,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 4,823,945 shares of Common Stock, (iii) series A warrants to purchase up to 4,968,945 shares of Common Stock, and (iv) series B warrants to purchase up to 4,968,945 shares of Common Stock, for gross proceeds of $ 8.0 million.
+Added: Nasdaq Listing Rule 5550(b)(1)
+Added: As a result of the above-mentioned private placement and as of the date of this filing, the Company believes it has stockholders’ equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1).
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.