Cyclacel Pharmaceuticals Files S-1/A Amendment

TL;DR

<b>Cyclacel Pharmaceuticals, Inc. has filed an amendment to its S-1 registration statement.</b>

AI Summary

Cyclacel Pharmaceuticals, Inc. (BGMSP) filed a Amended IPO Registration (S-1/A) with the SEC on February 8, 2024. Cyclacel Pharmaceuticals, Inc. filed an S-1/A registration statement amendment. The filing is dated February 8, 2024, with a change date of February 7, 2024. The company was formerly known as XCYTE THERAPIES INC. The principal executive offices are located at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922. The registration statement number is 333-276623.

Why It Matters

For investors and stakeholders tracking Cyclacel Pharmaceuticals, Inc., this filing contains several important signals. This filing indicates ongoing efforts by Cyclacel Pharmaceuticals to potentially offer securities, which could impact its capital structure and future operations. As an S-1/A filing, it suggests updates or revisions to previously submitted information regarding the company's business, financial condition, or proposed securities offering.

Risk Assessment

Risk Level: low — Cyclacel Pharmaceuticals, Inc. shows low risk based on this filing. The risk is low as this is a routine S-1/A filing for a public company, not indicating immediate financial distress or significant operational changes.

Analyst Insight

Monitor future filings for details on the proposed securities offering and the company's strategic direction.

Key Numbers

• 333-276623 — SEC File Number (Registration Statement No.)
• 2024-02-08 — Filing Date (Conformed Submission Date)
• 2024-02-07 — Date as of Change (Date as of Change)
• 07922 — ZIP Code (Business Address ZIP)
• 908-517-7330 — Phone Number (Business Phone)

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Filer name
• S-1/A (document) — Form type
• 20240208 (date) — Filing date
• 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922 (address) — Principal executive offices
• 333-276623 (document) — SEC File Number
• XCYTE THERAPIES INC (company) — Former company name
• Spiro Rombotis (person) — President & Chief Executive Officer
• Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (company) — Legal counsel

Forward-Looking Statements

• Cyclacel Pharmaceuticals, Inc. will initiate a capital raise through a public offering of securities. (Cyclacel Pharmaceuticals, Inc.) — medium confidence, target: Within 12 months

FAQ

Industry Context

Cyclacel Pharmaceuticals operates in the pharmaceutical preparations industry, focusing on the development of novel treatments.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for specific details on any proposed securities offering.
2. Track future SEC filings from Cyclacel Pharmaceuticals for updates on their business and financial status.
3. Analyze the company's strategic objectives as outlined in the amended registration statement.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous filing, indicating updates or corrections to the initial registration statement.

Key Financial Figures

• $0.001 — e &ldquo;Company&rdquo;), common stock, $0.001 par value per share, which are issuable
• $2.58 — rted sale price of our common stock was $2.58 per share. AN INVESTMENT IN OUR COMMO
• $3.315 — Share was sold at an offering price of $3.315 and each Pre-Funded Warrant was sold at
• $3.314 — arrant was sold at an offering price of $3.314 (equal to the purchase price per Share
• $3.19 — rivate Warrant has an exercise price of $3.19 per share, was exercisable immediately
• $1.29 million — . The gross proceeds were approximately $1.29 million before deducting the placement agent fe
• $85,000 — &rsquo;s expenses up to an aggregate of $85,000. In addition, the placement agent also
• $4.14375 — r common stock, at an exercise price of $4.14375 per share. The Placement Agent Warrants
• $1.24 million — ive aggregate proceeds of approximately $1.24 million. If we receive proceeds, we currently i
• $58.97 — ighted average exercise price of&thinsp;$58.97 per share; &middot; 34,798 shares of
• $16.24 — at a weighted average exercise price of $16.24 per share; &middot; 22,466 shares of
• $46.92 — ighted-average exercise price of&thinsp;$46.92 per share; &middot; 440 shares of com

Filing Documents

• tm243656d2_s1a.htm (S-1/A) — 2671KB
• tm243656d2_ex23-1.htm (EX-23.1) — 2KB
• tm243656d1_s1img01.jpg (GRAPHIC) — 5KB
• tm243656d1_s1img02.jpg (GRAPHIC) — 4KB
• 0001104659-24-011776.txt (&nbsp;) — 2687KB

RISK FACTORS

RISK FACTORS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING 43

USE OF PROCEEDS

USE OF PROCEEDS 44 MARKET FOR OUR COMMON STOCK 44 DIVIDEND POLICY 44 SELLING SECURITY HOLDERS 79

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 81 MANAGEMENT AND CORPORATE GOVERNANCE 83 EXECUTIVE AND DIRECTOR COMPENSATION 90 EQUITY COMPENSATION PLAN INFORMATION 93 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 98 PLAN OF DISTRIBUTION 99 DESCRIPTION OF OUR COMMON STOCK 100 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 102 LEGAL MATTERS 102 EXPERTS 102 WHERE YOU CAN FIND MORE INFORMATION 102 i You should read this prospectus and any applicable prospectus supplement before making an investment in the securities of Cyclacel Pharmaceuticals, Inc. See &ldquo;Where You Can Find More Information&rdquo; for more information. You should rely only on the information contained in this prospectus or a prospectus supplement. The Company has not authorized anyone to provide you with different information. This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that information contained in this prospectus, or in any prospectus supplement, is accurate only as of any date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. Unless otherwise noted in this prospectus, &ldquo;Cyclacel Pharmaceuticals,&rdquo; &ldquo;Cyclacel,&rdquo; &ldquo;the Company,&rdquo; &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;our&rdquo; and similar terms refer to Cyclacel Pharmaceuticals, Inc. Smaller Reporting Company - Scaled Disclosure Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;), as indicated herein, we have elected to comply with the scaled disclosure requirements applicable to &ldquo;smaller reporting companies,&rdquo; including providing two years of audited financial statements. PROSPECTUS SUMMARY This summary highlights some information from this p

Use of proceeds

Use of proceeds We will not receive any of the proceeds from the sale of our common stock by the selling security holders pursuant to this prospectus. However, we will receive the proceeds of any cash exercise of the Private Warrants. If all of the Private Warrants were exercised for cash, we would receive aggregate proceeds of approximately $1.24 million. If we receive proceeds, we currently intend to use the proceeds for general corporate purposes, including working capital. Nasdaq Capital Market symbol CYCC

Risk factors

Risk factors Investing in our securities involves a high degree of risk. See &ldquo;Risk Factors&rdquo; on page 7 of this prospectus to read about factors that you should consider carefully before buying our securities. The number of shares of our common stock to be outstanding immediately after this offering as shown above is based on 1,058,892 shares of common stock outstanding as of December 31, 2023, and excludes: &middot; 145,446 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2023 at a weighted average exercise price of&thinsp;$58.97 per share; &middot; 34,798 shares of common stock issuable upon vesting of restricted stock units outstanding as of December 31, 2023 at a weighted average exercise price of $16.24 per share; &middot; 22,466 shares of common stock reserved for future issuance under our equity incentive plan as of December 31, 2023; &middot; 5,333 shares of common stock reserved for future issuance under our inducement equity incentive plan as of December 31, 2023; &middot; 619,717 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2023 at a weighted-average exercise price of&thinsp;$46.92 per share; &middot; 440 shares of common stock issuable upon the conversion of 264 shares of our Series A Convertible Preferred Stock, par value

View Full Filing

View this S-1/A filing on SEC EDGAR