Cyclacel Pharmaceuticals, Inc. Files S-1 Registration Statement

TL;DR

<b>Cyclacel Pharmaceuticals, Inc. has filed an S-1 registration statement with the SEC, indicating plans for a public offering of securities.</b>

AI Summary

Cyclacel Pharmaceuticals, Inc. (BGMSP) filed a IPO Registration (S-1) with the SEC on May 6, 2024. Cyclacel Pharmaceuticals, Inc. filed an S-1 registration statement with the SEC on May 6, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. Its principal executive offices are located at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922. 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.

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 potential future fundraising or stock issuance activities by Cyclacel Pharmaceuticals. The filing provides updated corporate information, including its address and former name, which is crucial for investors and stakeholders to track the company's official status and history.

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 routine step for companies planning to offer securities, and does not contain specific financial performance data or operational updates that would indicate immediate high risk.

Analyst Insight

Monitor future filings for details on the proposed securities offering, including the number of shares, pricing, and use of proceeds, to assess investment opportunities.

Key Numbers

• 0001130166 — Central Index Key (Cyclacel Pharmaceuticals, Inc.)
• 911766850 — IRS Employer Identification No. (Cyclacel Pharmaceuticals, Inc.)
• 333-279157 — SEC File Number (Cyclacel Pharmaceuticals, Inc.)
• 20001218 — Date of Name Change (Former Company Name XCYTE THERAPIES INC)

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• S-1 (regulator) — Form Type
• Securities Act of 1933 (regulator) — Act
• 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922 (company) — Business Address
• XCYTE THERAPIES INC (company) — Former Company Name
• Spiro Rombotis (person) — President & Chief Executive Officer
• Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (company) — Copies to
• Delaware (company) — State of Incorporation

FAQ

Industry Context

Cyclacel Pharmaceuticals operates within the pharmaceutical preparations industry, focusing on the development and commercialization of novel cancer treatments.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed securities offering, including the number of shares, price range, and use of proceeds.
2. Analyze the company's business description and risk factors within the S-1 to understand its operational landscape and potential challenges.
3. Track subsequent SEC filings (e.g., 424B filings) for updates on the offering's effectiveness and pricing.

Key Dates

• 2024-05-06: Filing Date — Submission of S-1 Registration Statement
• 2000-12-18: Name Change — Former name XCYTE THERAPIES INC changed to Cyclacel Pharmaceuticals, Inc.

Year-Over-Year Comparison

This is a new S-1 filing, so no prior filing data is available for comparison.

Key Financial Figures

• $0.001 — 2 shares of our common stock, par value $0.001 per share, which are comprised of (i) 1
• $2.00 — rted sale price of our common stock was $2.00 per share. We may amend or supplement
• $46.78 — at a weighted average exercise price of $46.78 per share; &middot; 44,918 shares of
• $12.50 — at a weighted average exercise price of $12.50 per share; &middot; 13,842 shares of
• $4.06 — ighted-average exercise price of&thinsp;$4.06 per share; &middot; 4,823,945 shares
• $2,500,000 — Capital Market to maintain a minimum of $2,500,000 in stockholders&rsquo; equity for conti
• $607,000 — o;). Our stockholders&rsquo; equity was $607,000 as of December 31, 2023 and, as a resul
• $5.00 — ge that has a market price of less than $5.00 per share. The regulations applicable t

Filing Documents

• tm2413452d1_s1.htm (S-1) — 348KB
• tm2413452d1_ex5-1.htm (EX-5.1) — 15KB
• tm2413452d1_ex23-1.htm (EX-23.1) — 2KB
• tm2413452d1_ex-filingfees.htm (EX-FILING FEES) — 19KB
• tm2413452d1_ex5-1img001.jpg (GRAPHIC) — 7KB
• tm2413452d1_s1img001.jpg (GRAPHIC) — 26KB
• 0001104659-24-057546.txt (&nbsp;) — 431KB

RISK FACTORS

RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 9 MARKET FOR OUR COMMON STOCK 9 DIVIDEND POLICY 9 SELLING SECURITY HOLDERS 10 DESCRIPTION OF OUR CAPITAL STOCK 12 PLAN OF DISTRIBUTION 27 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 29 LEGAL MATTERS 29 EXPERTS 29 WHERE YOU CAN FIND ADDITIONAL INFORMATION 29 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 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 prospectus. It may not contain all the information important to making an investment decisio

Use of proceeds

Use of proceeds We will not receive any of the proceeds from any such shares of common stock offered by this prospectus. We will, however, receive the net proceeds of any Warrants or Placement Agent Warrants exercised for cash. We expect to use the proceeds received from the exercise of the Warrants or Placement Agent Warrants, if any, for general corporate purposes and working capital. See &ldquo; Use of Proceeds &rdquo; on page 9 of this prospectus for additional information. Nasdaq Capital Market symbol Our shares of common stock are traded on The Nasdaq Capital Market under the symbol &ldquo;CYCC&rdquo;.

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 1,463,259 shares of common stock outstanding as of May 3, 2024 and excludes: &middot; 135,950 shares of common stock issuable upon the exercise of options outstanding as of May 3, 2024 at a weighted average exercise price of $46.78 per share; &middot; 44,918 shares of common stock issuable upon vesting of restricted stock units outstanding as of May 3, 2024 at a weighted average exercise price of $12.50 per share; &middot; 13,842 shares of common stock reserved for future issuance under our equity incentive plan as of May 3, 2024; &middot; 13,333 shares of common stock reserved for future issuance under our inducement equity incentive plan as of May 3, 2024; &middot; 10,871,577 shares of common stock issuable upon the exercise of warrants outstanding as of May 3, 2024 at a weighted-average exercise price of&thinsp;$4.06 per share; &middot; 4,823,945 shares of common stock issuable upon the exercise of pre-funded warrants outstanding as of May 3, 2024 at a exercise price of&thinsp;$0.001 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 May 3, 2024; &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 May 3, 2024; Except as otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants described above. 4 RISK FACTORS Investing in our securities involves a high

View Full Filing

View this S-1 filing on SEC EDGAR