Cyclacel Pharmaceuticals, Inc. (NASDAQ:CYCC) (Cyclacel or the
Company), a clinical-stage biopharmaceutical company using cell
cycle, transcriptional regulation and DNA damage response biology
to develop innovative, targeted medicines for cancer and other
proliferative diseases, today announced the closing of an
underwritten public offering of units for gross proceeds of $15.2
million, which includes the full exercise of the underwriter’s
over-allotment option to purchase additional shares and warrants,
prior to deducting underwriting discounts and commissions and
offering expenses payable by Cyclacel. Existing and new investors
participated in the offering.
The offering was comprised of Class A Units, priced at a public
offering price of $2.00 per unit, each unit consisting of one share
of common stock and a seven-year warrant (each, a “warrant”) to
purchase one share of common stock with an exercise price of $2.00
per share, and Class B Units, priced at a public offering price of
$1,000 per unit, with each unit comprised of one share of preferred
stock, which is convertible into 500 shares of common stock, and a
warrant to purchase 500 shares of common stock, also with an
exercise price of $2.00 per share. The conversion price of the
preferred stock issued in the transaction as well as the exercise
price of the warrants are fixed and do not contain any variable
pricing features or any price based anti-dilutive features. The
preferred stock issued in this transaction includes a beneficial
ownership blocker but has no dividend rights (except to the extent
that dividends are also paid on the common stock), liquidation
preference or other preferences over common stock, and, with
certain exceptions, has no voting rights. The securities comprising
the units were immediately separable and have been issued
separately.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services Inc. (NYSE MKT:LTS), acted as sole
book-running manager in connection with the offering.
A total of 3,154,000 shares of common stock, 8,872 shares of
preferred stock convertible into 4,436,000 shares of common stock,
and total warrants to purchase 7,590,000 shares of common stock
were issued in the offering, including the full exercise of the
over-allotment option. If exercised in full, the warrants could
result in additional net financing proceeds to Cyclacel of $15.2
million.
The securities were offered pursuant to a registration statement
on Form S-1 (File No. 333-218305) and an additional registration
statement filed pursuant to Rule 462(b), which was declared
effective by the United States Securities and Exchange Commission
("SEC").
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
final prospectus relating to this offering has been filed by
Cyclacel with the SEC. Copies of the final prospectus may be
obtained at the SEC’s website at www.sec.gov or from Ladenburg
Thalmann & Co. Inc., Prospectus Department, 277 Park Avenue,
26th Floor, New York, New York 10172, by calling (212)
409-2000.
About Cyclacel Pharmaceuticals,
Inc.
Cyclacel Pharmaceuticals is a clinical-stage
biopharmaceutical company using cell cycle, transcriptional
regulation and DNA damage response biology to develop innovative,
targeted medicines for cancer and other proliferative diseases.
Cyclacel's transcriptional regulation program is evaluating CYC065,
a CDK inhibitor, in patients with advanced cancers. The DNA damage
response program is evaluating a sequential regimen of sapacitabine
and seliciclib, a CDK inhibitor, in patients with BRCA positive,
advanced solid cancers. Cyclacel is analyzing stratified and
exploratory subgroups from a Phase 3 study of sapacitabine in
elderly patients with AML. Cyclacel's strategy is to build a
diversified biopharmaceutical business focused in hematology and
oncology based on a pipeline of novel drug candidates. For
additional information, please visit www.cyclacel.com.
Forward-looking Statements
This news release contains certain
forward-looking statements that involve risks and uncertainties
that could cause actual results to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. Such forward-looking statements
include statements regarding, among other things, the efficacy,
safety and intended utilization of Cyclacel's product candidates,
the conduct and results of future clinical trials, plans regarding
regulatory filings, future research and clinical trials and plans
regarding partnering activities. Factors that may cause actual
results to differ materially include the risk that product
candidates that appeared promising in early research and clinical
trials do not demonstrate safety and/or efficacy in larger-scale or
later clinical trials, trials may have difficulty enrolling,
Cyclacel may not obtain approval to market its product candidates,
the risks associated with reliance on outside financing to meet
capital requirements, and the risks associated with reliance on
collaborative partners for further clinical trials, development and
commercialization of product candidates. You are urged to consider
statements that include the words "may," "will," "would," "could,"
"should," "believes," "estimates," "projects," "potential,"
"expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or
other comparable words to be uncertain and forward-looking. For a
further list and description of the risks and uncertainties the
Company faces, please refer to our most recent Annual Report on
Form 10-K and other periodic and other filings we file with the
Securities and Exchange Commission and are available at
www.sec.gov. Such forward-looking statements are current only as of
the date they are made, and we assume no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
© Copyright 2017 Cyclacel Pharmaceuticals, Inc.
All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks
of Cyclacel Pharmaceuticals, Inc.
Contacts
Company: Paul McBarron, (908) 517-7330, pmcbarron@cyclacel.com
Investor Relations: Russo Partners LLC, Alexander Fudukidis, (646) 942-5632, alex.fudukidis@russopartnersllc.com
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