Cyclacel Pharmaceuticals Files S-1 Registration

TL;DR

Cyclacel Pharma filed an S-1, get ready for a new offering.

AI Summary

Cyclacel Pharmaceuticals, Inc. filed an S-1 registration statement on October 9, 2024, to register securities. The company, incorporated in Delaware, is based in Berkeley Heights, NJ, and its principal executive offices are located at 200 Connell Drive, Suite 1500. Spiro Rombotis serves as the President & Chief Executive Officer.

Why It Matters

This S-1 filing indicates Cyclacel Pharmaceuticals is preparing to offer new securities to the public, which could impact its capital structure and future growth plans.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies planning to issue securities, but the specific details of the offering and the company's financial health will determine the actual risk.

Key Numbers

• 908-517-7330 — Phone Number (Contact information for the company's principal executive offices.)

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• Spiro Rombotis (person) — President & Chief Executive Officer
• 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 (location) — Principal Executive Offices
• October 9, 2024 (date) — Filing Date
• 333-282555 (filing_number) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — common stock in this offering less the $0.0001 per share exercise price of each such p
• $6.0 million — e that our cash and cash equivalents of $6.0 million as of June 30, 2024 will allow us to me
• $2.8 million — cash balance on hand was approximately $2.8 million. There is no guarantee that we will be
• $2,500,000 — Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for conti
• $607,000 — o;). Our stockholders’ equity was $607,000 as of December 31, 2023 and, as a resul
• $999,000 — s’ equity as of June 30, 2024 was $999,000. We submitted a plan to Nasdaq’
• $0 — d to the public in this offering, minus $0.0001, and the exercise price of each pr

Filing Documents

• tm2425152d1_s1.htm (S-1) — 417KB
• tm2425152d1_ex23-1.htm (EX-23.1) — 2KB
• tm2425152d1_ex-filingfees.htm (EX-FILING FEES) — 40KB
• tm2425152d1_s1img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-107090.txt ( ) — 473KB

RISK FACTORS

RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 9

USE OF PROCEEDS

USE OF PROCEEDS 10 MARKET FOR OUR COMMON STOCK 10 DIVIDEND POLICY 10 CAPITALIZATION 11

DILUTION

DILUTION 12 DESCRIPTION OF OUR COMMON STOCK 13 DESCRIPTION OF OUR PREFERRED STOCK 14 DESCRIPTION OF OUTSTANDING WARRANTS 22 DESCRIPTION OF THE SECURITIES WE ARE OFFERING 23 PLAN OF DISTRIBUTION 26 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 28 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN DOCUMENTS 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 “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 This summary highlights some information from this prospectus. It may not contain all the information import

Use of proceeds

Use of proceeds We estimate that the net proceeds from this offering will be approximately $ based on an assumed public offering price, based on the last reported sale price on , 2024, of $ per share of common stock and accompanying Common Stock Warrants, after deducting estimated Placement Agent fees and estimated offering expenses payable by us and excluding the proceeds, if any, from the cash exercise of the Common Stock Warrants issued in this offering. We intend to use the net proceeds from this offering for working capital and general corporate purposes. Assuming net proceeds of approximately $ million from this offering (assuming an offering with gross proceeds of $ million), we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needs for the next [ ] months under our current business plan. Assuming net proceeds of $ million from this offering (assuming an offering with gross proceeds of $ million), we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needs for the next [ ] months under our current business plan. Assuming net proceeds of $ million from this offering (assuming an offering with gross proceeds of $ million), we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needs for the next [ ] months under our current business plan. See “ Use of Proceeds ” on page 10 of this prospectus for additional information. 4 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,

View Full Filing

View this S-1 filing on SEC EDGAR