What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-14 · 142 added, 100 removed, 335 unchanged (42% of the section changed)

19 unchanged sentences

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized at March 31, 2024 and December 31, 2023;

5,000,000 shares authorized at June 30, 2024 and December 31, 2023;

6 % Convertible Exchangeable preferred stock;

335,273 shares issued and outstanding at March 31, 2024 and December 31, 2023.

Aggregate preference in liquidation of $ 4,056,803 as of March 31, 2024 and $ 4,006,512 as of December 31, 2023

335,273 shares issued and outstanding at June 30, 2024 and December 31, 2023.

Aggregate preference in liquidation of $ 4,006,512 as of June 30, 2024 and December 31, 2023

Series A convertible preferred stock, $ 0.001 par value;

264 shares issued and outstanding at March 31, 2024 and December 31, 2023

264 shares issued and outstanding at June 30, 2024 and December 31, 2023

Series B convertible preferred stock, $ 0.001 par value;

0 shares issued and outstanding at March 31, 2024 and 119,000 shares issued and outstanding at December 31, 2023

0 shares issued and outstanding at June 30, 2024 and 119,000 shares issued and outstanding at December 31, 2023

Common stock, $ 0.001 par value;

100,000,000 shares authorized at March 31, 2024 and December 31, 2023;

1,318,259 shares issued and outstanding at March 31, 2024 and 1,058,892 shares issued and outstanding at December 31, 2023

100,000,000 shares authorized at June 30, 2024 and December 31, 2023;

1,805,204 shares issued and outstanding at June 30, 2024 and 1,058,892 shares issued and outstanding at December 31, 2023

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Clinical trial supply

4 unchanged sentences

Operating loss

Other income:

Other (expense) income:

Foreign exchange gains (losses)

Interest income

Other income, net

Total other income, net

Interest (expense) income

Other income (expense), net

Total other (expense) income, net

Loss before taxes

9 unchanged sentences

Three Months Ended

Six Months Ended

Translation adjustment

15 unchanged sentences

Balances at March 31, 2023

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

Stock-based compensation

Preferred stock dividends

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at June 30, 2023

Balances at December 31, 2023

Issue of common stock upon conversion of pre-funded warrants in underwritten offering net of issuance costs

Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering

Series B Preferred stock conversions

Stock-based compensation

Preferred stock dividends

Unrealized foreign exchange on intercompany loans

2 unchanged sentences

Balances at March 31, 2024

Issue of common stock and pre-funded warrants in Securities Purchase Agreement In Private Placement, net of expenses

Stock-based compensation

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at June 30, 2024

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:

10 unchanged sentences

Financing activities:

Costs from issuing common stock and pre-funded warrants

Proceeds from issuing common stock and pre-funded warrants, net

Payment of preferred stock dividend

Net cash used in financing activities

Net cash provided by (used) in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

14 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, 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.

Through June 30, 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

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 June 30, 2024, the consolidated statements of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2024 and 2023 and the consolidated statements of cash flows for the six months ended June 30, 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.

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, 2024, and the results of operations, comprehensive loss, and cash flows for the three months ended March 31, 2024 and 2023, have been made.

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.

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, 2024, and the results of operations, comprehensive loss, and changes in stockholders’ equity for the three and six months ended June 30, 2024, and cash flows for the six months ended June 30, 2024, have been made.

The interim results for the three and six months ended June 30, 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, 2023.

4 unchanged sentences

The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern for one year after the date that these financial statements are issued.

In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable.

within the Company’s control nor have they been approved by the Board of Directors as of the date of these consolidated financial statements.

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.

In performing its analysis, management excluded certain elements of its operating plan that cannot

be considered probable.

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.

Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 6.0 million as of June 30, 2024, will allow it to meet its liquidity requirements into the fourth quarter of 2024.

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.

2 unchanged sentences

Recently Issued Accounting Pronouncements

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).

For example, modifications of lease contracts within the scope of ASC 842 solely for changes in reference rates would be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate.

Following the issuance of ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848”, the relief remains effective for all entities as of March 12, 2020 through December 31, 2024.

The Company does not currently have any contracts affected by this guidance.

The FASB has issued ASU 2023-07, “Segment Reporting (Topic 280)”.

16 unchanged sentences

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, 2024 and 2023.

There were no reclassifications out of other comprehensive income (loss) during the three and six months ended June 30, 2024 and 2023.

Foreign Currency and Currency Translation

1 unchanged sentence

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.

This accounting policy is also applied to intercompany payables or receivables for which settlement is planned or anticipated in the foreseeable future.

This accounting policy is also applied to foreign currency denominated intercompany payables or receivables for which settlement is planned or anticipated in the foreseeable future.

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.

3 unchanged sentences

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

As of March 31, 2024, the Company’s outstanding leases are classified as operating leases.

As of June 30, 2024, the Company’s outstanding leases are classified as operating leases.

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.

1 unchanged sentence

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.

The Company evaluates lessee-controlled options included in its lease agreements to extend or terminate the lease.

The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option.

30 unchanged sentences

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.

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.

There were no revenues recognized for the comparative period in 2023.

The Company recognized $ 4,000 and $ 33,000 of revenue for the three and six months ended June 30, 2024 respectively.

This revenue is related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedar-Sinai Medical Center.

Revenues recognized for both the three and six months ended June 30, 2023 were $ 373,000 .

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, 2024 and 2023, 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, 2024 and 2023, as the result would be anti-dilutive:

Stock options

11 unchanged sentences

Non-Current Assets

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.

As of June 30, 2024, the Company had non-current assets of $ 0.4 million, which is primarily comprised of deposits held by a contract research organization in relation to the Company’s clinical trials.

Accrued and Other Liabilities

3 unchanged sentences

Other current liabilities

The Company currently has an operating lease relating to its facilities in Berkeley Heights, New Jersey.

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

Dundee, Scotland.

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.

The remaining lease term as of March 31, 2024 is approximately 1.3 years for the Berkeley Heights facility.

The Company currently has an operating lease liability relating to its facilities in Berkeley Heights, New Jersey.

For the six months ended June 30, 2024 and 2023, the Company recognized operating lease expenses of $ 38,062 and $ 36,949 respectively, including $ 6,008 and $ 4,896 respectively relating to a short term lease for offices in Dundee, Scotland.

Cash payments made during the six months ended June 30, 2024 and 2023 totaled $ 38,058 and $ 36,318 , respectively, and were presented within cash outflows from operating activities.

The remaining lease term as of

June 30, 2024 is approximately 1.1 years for the Berkeley Heights facility.

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

1 unchanged sentence

Total future minimum lease obligation

Less imputed interest

Less discount

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.

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.

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):

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, 2024 and 2023 as shown in the following table (in $000s):

Three Months Ended

Six Months Ended

General and administrative

5 unchanged sentences

On June 21, 2024, the Company’s stockholders approved an additional 160,000 shares of common stock that may be issued under the 2018 Plan.

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.

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.

As of June 30, 2024, the Company has reserved 190,039 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).

As of March 31, 2024, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares.

As of June 30, 2024, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares.

Option Grants and Exercises

There were 12,500 options granted during the quarter ended March 31, 2024, all issued under the 2018 Plan.

There were 12,500 options granted during the six months ended June 30, 2024, all issued under the 2018 Plan.

These options had a grant date fair value of $ 1.77 per option.

There were 733 options granted during the three months ended March 31, 2023.

There were 43,342 options granted during the six months ended June 30, 2023.

These options had a grant date fair value ranging between $ 6.32 -$ 10.98 per option.

All of the options granted during the quarter ended March 31, 2024 shall vest six months from their date of grant.

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.

All of the options granted during the six months ended June 30, 2024 shall vest six months from their date of grant.

Of the options granted during the six months ended June 30, 2023, 25,633 awards 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.

The Company has assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time.

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, 2024

March 31, 2023

Six months ended

June 30, 2024

June 30, 2023

Expected term (years)

3 unchanged sentences

Resulting weighted average grant date fair value

There were no stock options exercised during each of the three months ended March 31, 2024 and 2023, respectively.

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

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.

As of June 30, 2024, the total remaining unrecognized compensation cost related to the non-vested awards with service conditions amounted to approximately $ 0.4 million, which will be amortized over the weighted-average remaining requisite service period of 1.46 years.

Outstanding Options

3 unchanged sentences

Cancelled/forfeited

Options outstanding at March 31, 2024

Unvested at March 31, 2024

Vested and exercisable at March 31, 2024

Options outstanding at June 30, 2024

Unvested at June 30, 2024

Vested and exercisable at June 30, 2024

Restricted Stock Units

The Company issued 12,500 restricted stock units during the three months ended March 31, 2024.

The Company issued 12,500 restricted stock units during the six months ended June 30, 2024.

These restricted stock units vest monthly over a six-month service period.

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.

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 total of 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.

Each of these restricted stock units 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.

During 2023, 300 of these restricted stock units were forfeited as the recipient voluntarily terminated employment with the Company.

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.

Summarized information for restricted stock units as of March 31, 2024 is as follows:

Through June 30, 2024, an additional 6,072 of these restricted stock units have been forfeited due to the holders’ termination of employment with the Company.

Summarized information for restricted stock units as of June 30, 2024 is as follows:

Value Per Share

1 unchanged sentence

Cancelled/forfeited

Restricted Stock Units outstanding at March 31, 2024

Unvested at March 31, 2024

Vested at March 31, 2024

Restricted Stock Units outstanding at June 30, 2024

Unvested at June 30, 2024

Vested at June 30, 2024

Stockholders Equity

April 2024 Securities Purchase Agreement

On April 30, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “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 (the “Pre-Funded Warrants”), (iii) series A warrants to purchase up to 4,968,945 shares of common stock (the “Series A Warrants”), and (iv) series B warrants to purchase up to 4,968,945 shares of common stock (the “Series B Warrants” and together with the Series A Warrants, the “Common Warrants”).

The purchase price of each share of common stock and associated Common Warrants was $ 1.61 and the purchase price of each Pre-Funded Warrant and associated Common Warrants was $ 1.6099 .

The Common Warrants are exercisable immediately upon issuance at an exercise price of $ 1.36 per share.

The Series A Warrants will expire five and one-half years from the date of issuance and the Series B Warrants will expire eighteen months from the date of issuance.

The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $ 0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than 4.99 % (or, at the election of the holder 9.99 %) of the Company’s outstanding common stock immediately after exercise.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 30, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the securities issued in the Private Placement no later than 15 days after the date of the Registration Rights Agreement, and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

The Private Placement closed on May 2, 2024.

The gross proceeds to the Company from the Private Placement were approximately $ 8.0 million, before deducting placement agent fees and estimated offering expenses payable by the Company.

Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of April 29, 2024, between the Company and Wainwright (as amended, the “Engagement Letter”).

Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to 7.0 % of the aggregate gross proceeds of the Private Placement and (ii) a management fee of 1.0 % of the aggregate gross proceeds of the Private Placement.

In addition, the Company agreed to pay Wainwright certain expenses and issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 298,137 shares of Common Stock at an exercise price equal to $ 2.0125 per share.

The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and a half years from the date of issuance.

In connection with this transaction, the Company was required to compensate Roth Capital Partners, LLC, pursuant to a tail provision contained in an engagement letter entered into on March 14, 2024, in an amount equal to 7.0 % of the aggregate proceeds of the Private Placement plus the reimbursement of certain expenses.

The Company was also required to compensate Ladenburg Thalmann & Co.

Inc, pursuant to a tail provision contained in an engagement letter entered into on October 30, 2023, in an amount equal to 8.0 % of the aggregate proceeds of the Private Placement.

Each of the instruments issued in the Private Placement have been classified and recorded as part of shareholders’ equity.

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:

Allocated Amount

Common shares

Prefunded warrants

Common warrants

The aggregate fair value of the Placement Agent Warrants was $ 609,179 .

These have been accounted for as a direct cost of the Private Placement, resulting in no net effect to overall shareholders’ equity.

In determining the fair values of the Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:

Pre-Funded Warrants

Common Warrants

Placement Agent Warrants

Expected volatility

103 % - 121 %

Contractual term

1½ - 5½ years

Risk-free interest rate

4.57 % - 5.51 %

Expected dividend yield

The fair value of the common shares was determined using the closing price of the Company’s common stock as of May 2, 2024, which is the date that the Private Placement closed.

December 2023 Registered Direct Offering Securities Purchase Agreement

32 unchanged sentences

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.

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.

These shares were treated as issued and outstanding for purposes of calculating basic and diluted loss per share in the three and six months ended June 30, 2023.

The rescission rights for these shares have lapsed and the shares were reclassified back to permanent equity.

2 unchanged sentences

A total of 218,738 shares, for gross proceeds of approximately $ 7.6 million, had been sold pursuant to the Sales Agreement.

April 2024 Warrants

As of June 30, 2024, warrants to purchase a total of 14,718,027 shares of common stock issued pursuant to a securities purchase agreement in a December 2023 financing transaction remained outstanding.

A total of 15,059,972

warrants were issued in pursuant to this agreement.

This consisted of i) pre-funded warrants to purchase 4,823,945 of common stock, exercisable immediately from the date of issuance, and with no expiry date, at an exercise price of $ 0.0001 per warrant share, ii) series A warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $ 1.36 per warrant share, iii) series B warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of eighteen months after the date of issuance, at an exercise price of $ 1.36 per warrant share.

A further 298,137 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $ 2.0125 per warrant share.

A total of 341,945 pre-funded warrants were exercised during the six months ended June 30, 2024.

December 2023 Warrants

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.

As of June 30, 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.

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.

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.

There were no exercises of these warrants during the three months ended March 31, 2024.

There were no exercises of these warrants during the six months ended June 30, 2024.

December 2020 Warrants

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.

As of June 30, 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.

There were no exercises of these warrants during the three months ended March 31, 2024 or March 31, 2023.

There were no exercises of these warrants during the six months ended June 30, 2024 or June 30, 2023.

April 2020 Warrants

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 .

As of June 30, 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.

Company’s common stock purchased upon such exercise (except in the case of a cashless exercise).

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).

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.

There were no warrants exercised during the three months ended March 31, 2024 or March 31, 2023.

There were no exercises of these warrants during the six months ended June 30, 2024 or June 30, 2023.

July 2017 Warrants

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.

The warrants expire in 2024.

Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 % (or, at the election of the purchaser, 9.99 %) of the shares of our Common Stock then outstanding after giving effect to such exercise.

The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock.

The warrant holders must pay the exercise price in cash upon exercise of the warrants unless such warrant holders are utilizing the cashless exercise provision of the warrants.

On the expiration date, unexercised warrants will automatically be exercised via the “cashless” exercise provision.

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, 2024 or March 31, 2023.

As of June 30, 2024, 24,968 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $ 600.00 .

The warrants expired in July 2024 with no warrants exercised.

Series B Preferred Stock

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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.

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.

During the six months ended June 30, 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

8,872 shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering.

A total of 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.

As of March 31, 2024 and 2023, 264 shares of the Series A Preferred Stock remain issued and outstanding.

The 264 shares of Series A Preferred Stock issued and outstanding at March 31, 2024, are convertible into 440 shares of common stock.

As of June 30, 2024 and December 31, 2023, 264 shares of the Series A Preferred Stock remain issued and outstanding.

The 264 shares of Series A Preferred Stock issued and outstanding at June 30, 2024, are convertible into 440 shares of common stock.

In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company.

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6 % Convertible Exchangeable Preferred Stock

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.

As of June 30, 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.

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

As of March 31, 2024, there were no accrued and unpaid dividends.

As of June 30, 2024, there were $ 101,000 of 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.

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Dividends on 6% Preferred Stock

On April 25, 2024, the Board of Directors of Cyclacel Pharmaceuticals, Inc.

(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.

On June 21, 2024, the board of directors of the Company passed a resolution to suspend payment of the quarterly cash dividend on the Company’s 6 % Convertible Exchangeable Preferred Stock scheduled for August 1, 2024.

The Board of Directors will continue to evaluate the payment of a quarterly cash dividend on a quarterly basis.

Securities Purchase Agreement

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.

Nasdaq Listing Rule 5550(b)(1)

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.

What changed 10-Q

Item 1. Financial Statements