Cyclacel Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

Cyclacel Pharma inked a material deal and sold equity on April 30th. Expect updates.

AI Summary

On April 30, 2024, Cyclacel Pharmaceuticals, Inc. entered into a Material Definitive Agreement. The company also reported on Unregistered Sales of Equity Securities and other events, including financial statements and exhibits. This filing pertains to their operations as a pharmaceutical preparations company.

Why It Matters

This 8-K filing indicates significant corporate actions by Cyclacel Pharmaceuticals, including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks for the company.

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• April 30, 2024 (date) — Date of earliest event reported
• 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital Ma
• $1.61 — tock and associated Common Warrants was $1.61 and the purchase price of each Pre-Fund
• $1.6099 — rant and associated Common Warrants was $1.6099. The Common Warrants are exercisable i
• $1.36 — y upon issuance at an exercise price of $1.36 per share. The Series A Warrants will e
• $0.0001 — y upon issuance at an exercise price of $0.0001 per share and may be exercised at any t
• $8.0 m — he Private Placement were approximately $8.0 million, before deducting placement agent
• $2.0125 — mon Stock at an exercise price equal to $2.0125 per share. The Placement Agent Warrants

Filing Documents

• tm2413298d1_8k.htm (8-K) — 41KB
• tm2413298d1_ex4-1.htm (EX-4.1) — 98KB
• tm2413298d1_ex4-2.htm (EX-4.2) — 101KB
• tm2413298d1_ex4-3.htm (EX-4.3) — 100KB
• tm2413298d1_ex4-4.htm (EX-4.4) — 100KB
• tm2413298d1_ex10-1.htm (EX-10.1) — 249KB
• tm2413298d1_ex10-2.htm (EX-10.2) — 138KB
• tm2413298d1_ex99-1.htm (EX-99.1) — 12KB
• tm2413298d1_ex99-2.htm (EX-99.2) — 12KB
• tm2413298d1_ex99-1img01.jpg (GRAPHIC) — 12KB
• tm2413298d1_ex99-1img02.jpg (GRAPHIC) — 6KB
• 0001104659-24-056469.txt ( ) — 1292KB
• cycc-20240430.xsd (EX-101.SCH) — 3KB
• cycc-20240430_def.xml (EX-101.DEF) — 26KB
• cycc-20240430_lab.xml (EX-101.LAB) — 36KB
• cycc-20240430_pre.xml (EX-101.PRE) — 25KB
• tm2413298d1_8k_htm.xml (XML) — 5KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On April 30, 2024, Cyclacel Pharmaceuticals, Inc. (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, par value $0.001 per share (the " 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 fil

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iii) the shares of the Common Stock issuable upon exercise of the Common Warrants, and (iv) the shares of Common Stock issuable upon exercise of the Placement Agent Warrants. Neither the issuance of the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants, the Placement Agent Warrants or the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the Common Warrants or the Placement Agent Warrants were registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state securities laws. The issuance of the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants were, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, the Common Warrants or the Placement Agent Warrants will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On April 30, 2024, the Company issued a press release announcing the pricing of the Private Placement. On May 2, 2024, the Company issued a press release announcing the closing of the Private Placement. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Exhibit 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 4.4 Form of Placement Agent Warrant 10.1 Securities Purchase Agreement, dated as of April 30, 2024, between the Company and the purchaser named therein 10.2 Form of Registration Rights Agreement, dated as of April 30, 2024, between the Company and the purchaser named therein 99.1 Press Release, dated April 30, 2024 99.2 Press Release, dated May 2, 2024 104 Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CYCLACEL PHARMACEUTICALS, INC. By: /s/ Paul McBarron Name: Paul McBarron Title: Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer Date: May 2, 2024

View Full Filing

View this 8-K filing on SEC EDGAR