Cyclacel Pharmaceuticals Files S-1 Registration Statement
Ticker: BGMSP · Form: S-1 · Filed: Jan 19, 2024 · CIK: 1130166
Complexity: simple
Sentiment: neutral
Topics: S-1, Registration Statement, SEC Filing, Cyclacel Pharmaceuticals, Emerging Growth Company
TL;DR
<b>Cyclacel Pharmaceuticals has filed an S-1 registration statement, signaling potential future public offerings of securities.</b>
AI Summary
Cyclacel Pharmaceuticals, Inc. (BGMSP) filed a IPO Registration (S-1) with the SEC on January 19, 2024. Cyclacel Pharmaceuticals, Inc. filed an S-1 registration statement with the SEC on January 19, 2024. The company is incorporated in Delaware and its principal executive offices are located in Berkeley Heights, NJ. The filing is for a registration statement under the Securities Act of 1933. The company was formerly known as Xcyte Therapies Inc., with a name change date of December 18, 2000. The filing indicates the company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
Why It Matters
For investors and stakeholders tracking Cyclacel Pharmaceuticals, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for any future public sale of securities, allowing the company to raise capital or facilitate other transactions. As an emerging growth company, Cyclacel Pharmaceuticals can utilize certain regulatory accommodations, potentially impacting its financial reporting and disclosure obligations.
Risk Assessment
Risk Level: low — Cyclacel Pharmaceuticals, Inc. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a procedural step for companies planning to offer securities, and does not contain specific financial performance data or operational updates that would indicate immediate risk.
Analyst Insight
Monitor future filings for details on the specific securities being offered, the intended use of proceeds, and the company's financial health.
Key Numbers
- 2024-01-19 — Filing Date (S-1 Registration Statement)
- 333-276623 — SEC File Number (Registration Statement)
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Registrant
- S-1 (regulator) — Form Type
- January 19, 2024 (date) — Filing Date
- Delaware (jurisdiction) — State of Incorporation
- Berkeley Heights, NJ (location) — Principal Executive Offices
- Securities Act of 1933 (regulator) — Act
- XCYTE THERAPIES INC (company) — Former Company Name
- December 18, 2000 (date) — Date of Name Change
Forward-Looking Statements
- Cyclacel Pharmaceuticals, Inc. will initiate a public offering of securities to raise capital. (Cyclacel Pharmaceuticals, Inc.) — high confidence, target: Q1 2024
- The company's stock price may experience downward pressure due to potential share dilution from the offering. (Cyclacel Pharmaceuticals, Inc. stock) — medium confidence, target: Q1-Q2 2024
FAQ
When did Cyclacel Pharmaceuticals, Inc. file this S-1?
Cyclacel Pharmaceuticals, Inc. filed this IPO Registration (S-1) with the SEC on January 19, 2024.
What is a S-1 filing?
A S-1 is a registration statement for initial public offerings, containing the prospectus with business description, financials, and risk factors. This particular S-1 was filed by Cyclacel Pharmaceuticals, Inc. (BGMSP).
Where can I read the original S-1 filing from Cyclacel Pharmaceuticals, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Cyclacel Pharmaceuticals, Inc..
What are the key takeaways from Cyclacel Pharmaceuticals, Inc.'s S-1?
Cyclacel Pharmaceuticals, Inc. filed this S-1 on January 19, 2024. Key takeaways: Cyclacel Pharmaceuticals, Inc. filed an S-1 registration statement with the SEC on January 19, 2024.. The company is incorporated in Delaware and its principal executive offices are located in Berkeley Heights, NJ.. The filing is for a registration statement under the Securities Act of 1933..
Is Cyclacel Pharmaceuticals, Inc. a risky investment based on this filing?
Based on this S-1, Cyclacel Pharmaceuticals, Inc. presents a relatively low-risk profile. The filing is a standard S-1 registration statement, which is a procedural step for companies planning to offer securities, and does not contain specific financial performance data or operational updates that would indicate immediate risk.
What should investors do after reading Cyclacel Pharmaceuticals, Inc.'s S-1?
Monitor future filings for details on the specific securities being offered, the intended use of proceeds, and the company's financial health. The overall sentiment from this filing is neutral.
How does Cyclacel Pharmaceuticals, Inc. compare to its industry peers?
The filing is a standard S-1 registration statement, which is a procedural document required by the SEC for companies intending to offer securities to the public.
Are there regulatory concerns for Cyclacel Pharmaceuticals, Inc.?
The S-1 form is filed under the Securities Act of 1933, which governs the initial offering and sale of securities in the United States.
Industry Context
The filing is a standard S-1 registration statement, which is a procedural document required by the SEC for companies intending to offer securities to the public.
Regulatory Implications
The S-1 form is filed under the Securities Act of 1933, which governs the initial offering and sale of securities in the United States.
What Investors Should Do
- Review the full S-1 filing for details on the proposed securities offering, use of proceeds, and risk factors.
- Track future SEC filings from Cyclacel Pharmaceuticals for updates on the effectiveness of the registration statement and any subsequent offerings.
- Analyze the company's financial statements and business operations once they are disclosed in subsequent filings or reports.
Key Dates
- 2024-01-19: Filing of Form S-1 — Initiates the process for potential future public offerings of securities.
Year-Over-Year Comparison
This is a new S-1 filing, so there is no prior filing of this type to compare against for the purpose of this analysis.
Filing Stats: 4,404 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-01-19 16:58:26
Key Financial Figures
- $0.001 — e “Company”), common stock, $0.001 par value per share, which are issuable
- $2.09 — rted sale price of our common stock was $2.09 per share. AN INVESTMENT IN OUR COMMON
- $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 — ’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 $58.97 per share; · 34,798 shares of
- $16.24 — at a weighted average exercise price of $16.24 per share; · 22,466 shares of
- $46.92 — ighted-average exercise price of $46.92 per share; · 440 shares of com
Filing Documents
- tm243656d1_s1.htm (S-1) — 456KB
- tm243656d1_ex3-4.htm (EX-3.4) — 9KB
- tm243656d1_ex3-5.htm (EX-3.5) — 7KB
- tm243656d1_ex5-1.htm (EX-5.1) — 10KB
- tm243656d1_ex23-1.htm (EX-23.1) — 2KB
- tm243656d1_ex107.htm (EX-FILING FEES) — 11KB
- tm243656d1_s1img01.jpg (GRAPHIC) — 5KB
- tm243656d1_s1img02.jpg (GRAPHIC) — 4KB
- tm243656d1_ex5-1img001.jpg (GRAPHIC) — 3KB
- 0001104659-24-005261.txt ( ) — 514KB
RISK FACTORS
RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING 7
USE OF PROCEEDS
USE OF PROCEEDS 8 MARKET FOR OUR COMMON STOCK 8 DIVIDEND POLICY 8 SELLING SECURITY HOLDERS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 10 MANAGEMENT AND CORPORATE GOVERNANCE 12 EXECUTIVE AND DIRECTOR COMPENSATION 19 EQUITY COMPENSATION PLAN INFORMATION 22 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 27 PLAN OF DISTRIBUTION 28 DESCRIPTION OF OUR COMMON STOCK 29 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 31 LEGAL MATTERS 31 EXPERTS 31 WHERE YOU CAN FIND MORE INFORMATION 31 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 31 i You should read this prospectus and any applicable prospectus supplement before making an investment in the securities of Cyclacel Pharmaceuticals, Inc. See “Where You Can Find More Information” 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, “Cyclacel Pharmaceuticals,” “Cyclacel,” “the Company,” “we,” “us,” “our” 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 “Securities Act”), as indicated herein, we have elected to comply with the scaled disclosure requirements applicable to “smaller reporting companies,” including providing two years of audited financial statements. PROSPECTUS SUMMARY Thi
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 “Risk Factors” on page 6 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: · 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 $58.97 per share; · 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; · 22,466 shares of common stock reserved for future issuance under our equity incentive plan as of December 31, 2023; · 5,333 shares of common stock reserved for future issuance under our inducement equity incentive plan as of December 31, 2023; · 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 $46.92 per share; · 440 shares of common stock issuable upon the conversion of 264 shares of our Series A Convertible Preferred Stock, par value $0.001 per share, outstanding as of December 31, 2023; 4 · 5 shares of common stock issuable upon the conversion of 335,273 shares of our 6% Convertible Exchangeable Preferred Stock, par value $0.001 per share, outstanding as of December 31, 2023; · 39,666 shares of common stock issuable upon the conversion of 119,000 shares of our Series B Convertible Preferred Stock, par value $0.001 per share, outstanding as of December 31, 2023; and · 219,700 shares of common stock issuable upon exercise of the Pre-Funded Warrants held by the selling securityholders. Except as otherwise indicated, all in
forward-looking statements include statements regarding
forward-looking statements include statements regarding: · the size and growth potential of the markets for our products, and our ability to serve those markets; · the rate and degree of market acceptance of our products; · our ability to expand our sales organization to address effectively existing and new markets that we intend to target; · the impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; · our ability to compete effectively in a competitive industry; · the success of competing technologies that are or may become available; · the performance of any third-party contract sales organizations, suppliers and manufacturers; · our ability to attract and retain key scientific or management personnel; · the accuracy of our estimates regarding expenses, future revenues, reimbursement rates, capital requirements and needs for additional financing; · our ability to comply with the covenants and satisfy certain conditions of any debt facility; · our ability to obtain funding for our operations; and · our ability to attract collaborators and strategic partnerships. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expects,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative or plural of those terms, and similar expressions intended to identify statements about the future, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, le