Cyclacel Pharmaceuticals Files S-1 Registration Statement

TL;DR

<b>Cyclacel Pharmaceuticals has filed an S-1 registration statement, indicating potential future public offerings of securities.</b>

AI Summary

Cyclacel Pharmaceuticals, Inc. (BGMSP) filed a IPO Registration (S-1) with the SEC on March 22, 2024. Cyclacel Pharmaceuticals, Inc. filed an S-1 registration statement with the SEC on March 22, 2024. The company is incorporated in Delaware and its principal executive offices are located in Berkeley Heights, NJ. The filing indicates Cyclacel Pharmaceuticals is a smaller reporting company and a non-accelerated filer. The filing is for a registration statement under the Securities Act of 1933. The approximate date of commencement of proposed sale to the public is 'From time to time after this registration statement becomes effective.'.

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 offering securities to the public, suggesting the company may be seeking to raise capital or facilitate secondary market transactions. As a smaller reporting company and non-accelerated filer, Cyclacel Pharmaceuticals may have less stringent disclosure requirements compared to larger entities, but the S-1 itself is a significant disclosure event.

Risk Assessment

Risk Level: low — Cyclacel Pharmaceuticals, Inc. shows low risk based on this filing. The risk is low as this is a standard S-1 filing for potential future offerings and does not contain immediate negative financial or operational news.

Analyst Insight

Monitor future filings for details on specific offerings, share prices, and the intended use of proceeds.

Key Numbers

• 2024-03-22 — Filing Date (Date the S-1 registration statement was filed)
• 333-278197 — SEC File Number (SEC file number for the registration statement)
• 0001130166 — Central Index Key (Company's Central Index Key)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 07922 — ZIP Code (Business address ZIP code)
• 908-517-7330 — Business Phone (Business phone number)

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 (location) — Registrant's principal executive offices
• Spiro Rombotis (person) — President & Chief Executive Officer
• Joel I. Papernik, Esq. (person) — Copies to
• Charles Phillips, Esq. (person) — Copies to
• Jeffrey P. Schultz, Esq. (person) — Copies to
• Ellenoff Grossman & Schole LP (company) — Legal counsel
• Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (company) — Legal counsel

FAQ

Industry Context

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

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 filing for details on the specific securities being registered and the intended use of proceeds.
2. Track subsequent SEC filings for any announcements regarding the commencement of offerings or capital raises.
3. Analyze the company's financial health and business strategy in conjunction with this registration statement.

Key Dates

• 2024-03-22: Form S-1 Filing — Registration statement filed with the SEC, signaling potential future securities offerings.

Year-Over-Year Comparison

This is a new S-1 filing, so there is no prior filing of this type to compare against for this specific registration event.

Key Financial Figures

• $0.0001 — common stock in this offering less the $0.0001 per share exercise price of each such p
• $2.18 — ed sales price for our common stock was $2.18 per share. The actual public offering p
• $0 — d to the public in this offering, minus $0.0001, and the exercise price of each pr
• $50.20 — ighted average exercise price of&thinsp;$50.20 per share; &middot; 34,498 shares of
• $16.26 — at a weighted average exercise price of $16.26 per share; &middot; 25,415 shares of
• $47.30 — ighted-average exercise price of&thinsp;$47.30 per share; &middot; 440 shares of co
• $0.001 — Convertible Preferred Stock, par value $0.001 per share, outstanding as of December 3

Filing Documents

• tm249520d1_s1.htm (S-1) — 540KB
• tm249520d1_ex23-1.htm (EX-23.1) — 3KB
• tm249520d1_ex-filingfees.htm (EX-FILING FEES) — 56KB
• tm249520d1_s1img001.jpg (GRAPHIC) — 22KB
• 0001104659-24-037954.txt (&nbsp;) — 631KB

RISK FACTORS

RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 MARKET FOR OUR COMMON STOCK 8 DIVIDEND POLICY 8 CAPITALIZATION 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12 MANAGEMENT AND CORPORATE GOVERNANCE 13 EXECUTIVE AND DIRECTOR COMPENSATION 18 EQUITY COMPENSATION PLAN INFORMATION 21 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 26 DESCRIPTION OF OUR COMMON STOCK 27 DESCRIPTION OF OUR PREFERRED STOCK 28 DESCRIPTION OF OUTSTANDING WARRANTS 36 DESCRIPTION OF THE SECURITIES WE ARE OFFERING 39 PLAN OF DISTRIBUTION 42 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 44 LEGAL MATTERS 44 EXPERTS 44 WHERE YOU CAN FIND MORE INFORMATION 44 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 45 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 applicabl

Use of proceeds

Use of proceeds We intend to use the net proceeds from this offering for working capital and general corporate purposes. See &ldquo; Use of Proceeds &rdquo; on page 8 of this prospectus for additional information. Lock-up We and each of our officers and directors have agreed to be subject to a lock-up period of days following the closing date of this offering. This means that, during the applicable lock-up period, we may not offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock subject to certain customary exceptions. The Placement Agent may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements. See &ldquo;Plan of Distribution&rdquo; on page 42. Nasdaq Capital Market symbol Our shares of common stock are traded on The Nasdaq Capital Market under the symbol &ldquo;CYCC&rdquo;. There is no established public trading market for the Common Stock Warrants or pre-funded warrants, and we do not expect such markets to develop. We do not intend to apply for listing of the Common Stock Warrants or pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Common Stock Warrants and pre-funded warrants will be limited.

Risk factors

Risk factors Investing in our securities involves a high degree of risk. See &ldquo;Risk Factors&rdquo; on page 5 of this prospectus or incorporated herein by reference 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, assumes we only sell shares of common stock in this offering and no Common Stock Warrants have been exercised, and excludes: &middot; 142,796 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2023 at a weighted average exercise price of&thinsp;$50.20 per share; &middot; 34,498 shares of common stock issuable upon vesting of restricted stock units outstanding as of December 31, 2023 at a weighted average exercise price of $16.26 per share; &middot; 25,415 shares of common stock reserved for future issuance under our equity incentive plan as of December 31, 2023; 3 &middot; 5,333 shares of common stock reserved for future issuance under our inducement equity incentive plan as of December 31, 2023; &middot; 635,550 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2023 at a weighted-average exercise price of&thinsp;$47.30 per share; &middot; 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; &middot; 6 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; &middot; 39,667 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 &middot; 219

View Full Filing

View this S-1 filing on SEC EDGAR