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 pricing of an
underwritten public offering of units for gross proceeds of $13.2
million, prior to deducting underwriting discounts and commissions
and offering expenses payable by Cyclacel.
The offering is comprised of Class A Units,
priced at a public offering price of $2.00 per unit, with 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 warrants to purchase 500 shares of
common stock with an exercise price of $2.00 per share. The
conversion price of the preferred stock issued in the transaction
and 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 are immediately separable and will be issued
separately. The closing of the offering is expected to take place
on or about July 21, 2017, subject to the satisfaction or waiver of
customary closing conditions.
Ladenburg Thalmann & Co. Inc., a subsidiary
of Ladenburg Thalmann Financial Services Inc. (NYSE MKT:LTS), is
sole book-running manager in connection with the offering.
A total of 2,164,000 shares of common stock,
8,872 shares of preferred stock convertible into 4,436,000 shares
of common stock, and warrants to purchase 6,600,000 shares of
common stock will be issued in the offering. If exercised in
full, the warrants could result in additional net financing
proceeds to Cyclacel of $13.2 million.
In addition, Cyclacel has granted the
underwriters a 45-day option to purchase up to 990,000 additional
shares of common stock and/or additional warrants to purchase up to
990,000 shares of common stock solely to cover over-allotments, if
any, at the public offering price per share and per warrant, less
the underwriting discounts and commissions.
The securities were offered pursuant to a
registration statement on Form S-1 (File No. 333-218305), which was
declared effective by the United States Securities and Exchange
Commission ("SEC") on July 18, 2017, and an additional registration
statement filed pursuant to Rule 462(b).
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 will be filed by
Cyclacel with the SEC. When available, copies of the final
prospectus can 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
Cyclacel Pharmaceuticals (NASDAQ:CYCC)
Historical Stock Chart
From Apr 2024 to May 2024
Cyclacel Pharmaceuticals (NASDAQ:CYCC)
Historical Stock Chart
From May 2023 to May 2024