Cyclacel Announces Reverse Stock Split
April 14 2020 - 12:30PM
Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP;
“Cyclacel” or the “Company”), a biopharmaceutical company
developing innovative medicines based on cancer cell biology, today
announced that effective at 5:00 p.m., Eastern Time, on April 14,
2020 (the “Effective Time”), the Company will effect a
one-for-twenty 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 a Special Meeting of Stockholders held on October
28, 2019. The Company’s common stock will open for trading on The
NASDAQ Capital Market on April 15, 2020 on a post-split
basis.
As a result of the reverse stock split, every twenty 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 and series A convertible 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 and Certificate of Designation of
Preferences, Rights and Limitations of the Series A Convertible
Preferred Stock, respectively.
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 Wednesday, April 15, 2020, under the
existing trading symbol “CYCC” and under a new CUSIP number
23254L603. The reverse stock split reduces the number of
shares of the Company’s common stock outstanding from approximately
17.2 million pre-reverse split shares to approximately 860,000
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
http://www.cyclacel.com.
About Cyclacel Pharmaceuticals,
Inc.
Cyclacel Pharmaceuticals is a
clinical-stage biopharmaceutical company developing innovative
cancer medicines based on cell cycle, transcriptional regulation
and DNA damage response biology. The transcriptional regulation
program is evaluating fadraciclib as a single agent in solid tumors
and in combination with venetoclax in patients with relapsed or
refractory AML/MDS and CLL. The DNA damage response program is
evaluating an oral combination of sapacitabine and venetoclax in
patients with relapsed or refractory AML/MDS. An IST is evaluating
an oral combination of sapacitabine and olaparib in patients with
BRCA mutant breast cancer. The anti-mitotic program is evaluating
CYC140, a PLK1 inhibitor, in advanced leukemias/MDS
patients. 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.
Contacts for Cyclacel Pharmaceuticals,
Inc.
Company: Paul McBarron, (908) 517-7330,
pmcbarron@cyclacel.com Investor Relations: Russo Partners LLC,
Jan Medina, (646)
942-5632, Jan.Medina@russopartnersllc.com
© Copyright 2020 Cyclacel Pharmaceuticals, Inc.
All Rights Reserved. The Cyclacel logo
and Cyclacel® are trademarks of Cyclacel
Pharmaceuticals, Inc.
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