Cyclacel Announces Reverse Stock Split
May 27 2016 - 5:00PM
Cyclacel Pharmaceuticals, Inc. (NASDAQ:CYCC) (NASDAQ:CYCCP)
(“Cyclacel” or the “Company”), a biopharmaceutical company
developing oral therapies that target the various phases of cell
cycle control for the treatment of cancer and other serious
disorders, today announced that effective at 5:00 p.m., Eastern
Time, on May 27, 2016 (the “Effective Time”), the Company will
effect a one-for-twelve reverse stock split of its outstanding
common stock. The reverse stock split, which was unanimously
approved by the Company’s Board of Directors, was approved by its
stockholders at the Annual Meeting of Stockholders held on May 26,
2016. The Company’s common stock will open for trading on The
NASDAQ Capital Market on May 31, 2016 on a post-split basis.
As a result of the reverse stock split, every twelve shares of
the Company's common stock issued and outstanding at the Effective
Time will be consolidated into one issued and outstanding share. No
fractional shares of common stock will be issued as a result of the
reverse stock split; stockholders will be paid cash in lieu of any
such fractional shares. Proportional adjustments will be made to
Cyclacel’s outstanding warrants and stock options. The Company’s
authorized shares and the nominal par value per share of $0.001
will remain unchanged.
In addition, upon the effectiveness of the reverse stock split,
the conversion of Cyclacel’s outstanding 6% convertible
exchangeable preferred stock will be adjusted proportionally and
automatically in accordance with the terms of the Company’s
Certificate of the Powers, Designations, Preferences and Rights of
the 6% Convertible Exchangeable Preferred Stock.
The reverse stock split is intended to increase the per share
trading price of the Company's common stock to satisfy the $1.00
minimum bid price requirement for continued listing on The NASDAQ
Capital Market. Trading of the Company’s common stock on The NASDAQ
Capital Market will continue, on a split-adjusted basis, with the
opening of the markets on Tuesday, May 31, 2016, under the existing
trading symbol “CYCC” and under a new CUSIP number 23254L405.
The reverse stock split reduces the number of shares of the
Company’s common stock outstanding from approximately 36.1 million
pre-reverse split shares to approximately 3.0 million post-reverse
split shares.
Information for Stockholders
The Company has retained its transfer agent, American Stock
Transfer & Trust Company, LLC ("AST"), to act as its exchange
agent for the reverse stock split. AST will provide stockholders of
record as of the Effective Time a letter of transmittal providing
instructions for the exchange of their stock certificates.
Stockholders owning shares via a broker or other nominee will have
their positions automatically adjusted to reflect the reverse stock
split, subject to such brokers' particular processes, and will not
be required to take any action in connection with the reverse stock
split. For more information regarding the reverse stock split,
please refer to the Company’s definitive proxy statement for its
most recently held annual meeting of stockholders which can be
accessed through Cyclacel’s website at www.cyclacel.com.
About Cyclacel Pharmaceuticals,
Inc.
Cyclacel Pharmaceuticals is a clinical-stage
biopharmaceutical company using cell cycle control and DNA damage
response biology to develop innovative, targeted medicines for
cancer and other proliferative diseases. The SEAMLESS Phase 3 trial
of sapacitabine as front-line treatment for AML in the elderly
under an SPA with FDA is in the patient follow-up stage. Cyclacel’s
pipeline includes an oral combination of seliciclib (CDK2/9
inhibitor) and sapacitabine in Phase 1 in BRCA positive patients
with breast, ovarian and pancreatic cancers; sapacitabine in Phase
2 in MDS; and CYC065 (CDK2/9 inhibitor) in Phase 1 in solid tumors
and lymphomas with potential utility also in other hematological
malignancies. Cyclacel's strategy is to build a diversified
biopharmaceutical business focused in hematology and oncology based
on a pipeline of novel drug candidates. Please visit
www.cyclacel.com for more information.
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 2016 Cyclacel Pharmaceuticals, Inc.
All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks
of Cyclacel Pharmaceuticals, Inc.
Contacts for Cyclacel Pharmaceuticals, Inc.
Company: Paul McBarron, (908) 517-7330, pmcbarron@cyclacel.com
Investor Relations: Russo Partners LLC, Robert Flamm, (212) 845-4226, robert.flamm@russopartnersllc.com
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