What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-14 · 128 added, 94 removed, 383 unchanged (37% of the section changed)

3 unchanged sentences

(In $000s, except share, per share, and liquidation preference amounts)

September 30,

Current assets:

5 unchanged sentences

Non-current deposits

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

4 unchanged sentences

Total liabilities

Stockholders’ equity:

Stockholders’ equity (deficit):

Preferred stock, $ 0.001 par value;

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

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

6 % Convertible Exchangeable preferred stock;

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

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

Aggregate preference in liquidation of $ 4,157,385 as of September 30, 2024 and December 31, 2023

Series A convertible preferred stock, $ 0.001 par value;

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

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

Series B convertible preferred stock, $ 0.001 par value;

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

0 shares issued and outstanding at September 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 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

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

2,152,202 shares issued and outstanding at September 30, 2024 and 1,058,892 shares issued and outstanding at December 31, 2023

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

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

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Clinical trial supply

20 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Translation adjustment

3 unchanged sentences

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In $000s, except share amounts)

2 unchanged sentences

Stockholders’

Equity (Deficit)

Balances at December 31, 2022

12 unchanged sentences

Balances at June 30, 2023

Reclassification of redeemable common stock

Stock-based compensation

Preferred stock dividends

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at September 30, 2023

Balances at December 31, 2023

12 unchanged sentences

Balances at June 30, 2024

Expenses related to Securities Purchase Agreement In Private Placement

Exercise of pre-funded warrants

Stock-based compensation

Unrealized foreign exchange on intercompany loans

Translation adjustment

Loss for the period

Balances at September 30, 2024

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

31 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 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.

Through September 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 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 September 30, 2024, the consolidated statements of operations, comprehensive loss, and stockholders’ equity (deficit) for the three and nine months ended September 30, 2024 and 2023 and the consolidated statements of cash flows for the nine months ended September 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 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.

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, 2024, and the results of operations, comprehensive loss, and changes in stockholders’ equity (deficit) for the three and nine months ended September 30, 2024, and cash flows for the nine months ended September 30, 2024, have been made.

The interim results for the three and nine months ended September 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, 2024.

3 unchanged sentences

When substantial doubt exists under this methodology, management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the Company’s ability to continue as a going concern.

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.

statements are issued.

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.

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.

Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 3.0 million as of September 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, 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 equity financing or by entering into a strategic transaction, there is no guarantee that it will be successful in these mitigation efforts.

In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.

On August 26, 2024, the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) determined that the Company was not in compliance with the Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company reported stockholders’ equity of less than $2.5 million as of June 30, 2024.

The notice from the Staff further stated that unless the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to delisting.

As of September 30, 2024, the Company has a stockholders equity deficit of approximately $ 0.97 million which is not in compliance with the Equity Rule.

On October 15, 2024, the Company met with the Panel regarding the Company’s potential delisting from Nasdaq as a result of its violation of the Equity Rule.

On October 22, 2024, the Company received the Panel’s decision which granted the Company until December 24, 2024 to regain compliance with the Equity Rule and all applicable criteria for continued listing on Nasdaq.

If the Company is unable to regain compliance with the listing standards of the Nasdaq Capital Market by December 24, 2024, the Company’s securities may be delisted from Nasdaq.

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.

7 unchanged sentences

Improvements to Income Tax Disclosures”.

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.

This standard will require all entities to include specified captions when reconciling the statutory income tax rate to the effective tax rate, on both a percentage and absolute dollar basis.

ASU 2023-09 will also require 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, with separate disclosure of individual jurisdictions for which tax payments to, or receipts from, exceed a defined threshold.

The guidance in ASU 2023-09 becomes effective for annual periods beginning after December 15, 2024.

2 unchanged sentences

Financial instruments consist of cash equivalents, accounts payable and accrued liabilities.

The carrying amounts of cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to the nature of the accounts, notably their short maturities.

The carrying amounts of cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to the nature of the accounts and their short maturities.

Comprehensive Income (Loss)

3 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 and six months ended June 30, 2024 and 2023.

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

Foreign Currency and Currency Translation

7 unchanged sentences

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

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

As of September 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.

34 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 $ 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 .

The Company recognized $ 10,000 and $ 43,000 of revenue for the three and nine months ended September 30, 2024 respectively.

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

Revenues recognized for the three and nine months ended September 30, 2023 were $ 16,000 and $ 389,000 respectively.

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 June 30, 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 September 30, 2024 and 2023, as the result would be anti-dilutive:

September 30,

Stock options

7 unchanged sentences

Prepaid expenses and other current assets consisted of the following (in $000s):

September 30,

Research and development tax credit receivable

2 unchanged sentences

Non-Current Assets

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.

As of September 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

Accrued and other current liabilities consisted of the following (in $000s):

September 30,

Accrued research and development

2 unchanged sentences

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.

For the nine months ended September 30, 2024 and 2023, the Company recognized operating lease expenses of $ 57,178 and $ 55,982 respectively, including $ 9,097 and $ 7,902 respectively relating to a short term lease for offices in Dundee, Scotland.

Cash payments made during the nine months ended September 30, 2024 and 2023 totaled $ 38,058 and $ 55,245 , respectively, and were presented within cash outflows from operating activities.

The remaining lease term as of September 30, 2024 is approximately 0.8 years for the Berkeley Heights facility.

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

6 unchanged sentences

Forfeitures are recognized in the periods when they occur.

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and six months ended June 30, 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 nine months ended September 30, 2024 and 2023 as shown in the following table (in $000s):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

General and administrative

6 unchanged sentences

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.

As of June 30, 2024, the Company has reserved approximately 204,000 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 June 30, 2024, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares.

As of September 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 six months ended June 30, 2024, all issued under the 2018 Plan.

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

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

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

There were 43,342 options granted during the nine months ended September 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 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.

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

Of the options granted during the nine months ended September 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:

Six months ended

June 30, 2024

June 30, 2023

Nine months ended

September 30, 2024

September 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 six months ended June 30, 2024 and 2023, respectively.

There were no stock options exercised during each of the nine months ended September 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 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.

As of September 30, 2024, the total remaining unrecognized compensation cost related to the non-vested awards with service conditions amounted to approximately $ 0.2 million, which will be amortized over the weighted-average remaining requisite service period of 1.45 years.

Outstanding Options

3 unchanged sentences

Cancelled/forfeited

Options outstanding at June 30, 2024

Unvested at June 30, 2024

Vested and exercisable at June 30, 2024

Options outstanding at September 30, 2024

Unvested at September 30, 2024

Vested and exercisable at September 30, 2024

Restricted Stock Units

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

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

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

4 unchanged sentences

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

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

Through September 30, 2024, an additional 7,077 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 September 30, 2024 is as follows:

Restricted Stock Units outstanding at December 31, 2023

Cancelled/forfeited

Restricted Stock Units outstanding at June 30, 2024

Unvested at June 30, 2024

Vested at June 30, 2024

Restricted Stock Units outstanding at September 30, 2024

Unvested at September 30, 2024

Vested at September 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”).

“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 .

3 unchanged sentences

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.

7 unchanged sentences

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.

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

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:

4 unchanged sentences

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.

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

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:

25 unchanged sentences

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 .

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”).

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”).

The Placement Agent Warrants will be exercisable immediately following the date of issuance and will expire five years from issuance.

1 unchanged sentence

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.

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

Each of the instruments issued in the Offerings and the Insider Private Placement have been classified and recorded as part of shareholders’ equity (deficit).

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:

The aggregate fair value of the Placement Agent Warrants was $ 47,000 .

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.

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 (deficit).

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:

8 unchanged sentences

The sale of these shares was subject to potential rescission rights by certain shareholders.

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 and six months ended June 30, 2023.

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

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 (deficit) 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 and nine months ended September 30, 2023.

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

There have been no claims or demands to exercise such rights.

2 unchanged sentences

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.

As of September 30, 2024, warrants to purchase a total of 14,718,027 shares of common stock issued pursuant to a securities purchase agreement in a April 2024 financing transaction (the “April 2024 Securities Purchase Agreement”) remained outstanding.

A total of 15,059,972 warrants were issued in pursuant to the April 2024 Securities Purchase 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.

A total of 688,945 pre-funded warrants were exercised during the nine months ended September 30, 2024.

December 2023 Warrants

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.

As of September 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 six months ended June 30, 2024.

There were no exercises of these warrants during the nine months ended September 30, 2024.

December 2020 Warrants

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.

As of September 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 (the “December 2020 Securities Purchase Agreement”).

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 six months ended June 30, 2024 or June 30, 2023.

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

April 2020 Warrants

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 .

As of September 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.

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

The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of

stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock.

The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance.

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

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

July 2017 Warrants

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.

There were no exercises of these warrants during the nine months ended September 30, 2024 or September 30, 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.

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.

A total of 237,745 shares of the Company’s Series B Preferred Stock were issued pursuant to a December 2020 Securities Purchase Agreement.

Each share of Series B Preferred Stock was initially convertible into one third (1/3) share of common stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation.

Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock.

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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 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.

During the nine months ended September 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

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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 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.

As of September 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 September 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 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.

As of September 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 June 30, 2024, there were $ 101,000 of accrued and unpaid dividends.

As of September 30, 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

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.

On September 4, 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 November 1, 2024.

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

On October 15, 2024, 200,000 shares of the Company’s 6 % Convertible Exchangeable Preferred Stock was converted into 3 shares of common stock.

As of October 23, 2024, all of the remaining 4,135,000 pre-funded warrants pursuant to the April 2024 Securities Purchase Agreement were fully exercised.

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