Securities Purchase Agreement - Cyclacel Pharmaceuticals entered into a securities purchase agreement with investor David Lazar, who agreed to purchase 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible Preferred Stock at 3.1 million in gross proceeds [1] - The proceeds will be used to settle outstanding liabilities and for general corporate and operating purposes [1] - Each share of C Preferred Stock is convertible into 2.65 shares of common stock, and each share of D Preferred Stock is convertible into 110 shares of common stock [2] Board and Management Changes - The Board of Directors will be reconstituted, with Dr. Samuel Barker continuing as Chairman and David Natan joining as a new director and chair of the audit committee [3] - Spiro Rombotis stepped down as CEO, and David Lazar was appointed as interim CEO [3] - Several directors, including Dr. Kenneth Ferguson and Dr. Christopher Henney, have resigned from the Board [3] Warrant Exchange Agreement - Cyclacel entered into a Warrant Exchange Agreement to exchange existing warrants for 24,844,725 shares of common stock and $1,100,000 in cash [4] - The exchange is subject to stockholder approval and beneficial ownership limitations [4] - The Company agreed to register the new shares for resale under the Exchange Agreement [4] Strategic Alternatives and Cost Reduction - The Board has directed management to reduce operating costs while exploring strategic alternatives [5] - There is no assurance that the exploration of strategic alternatives will result in any agreement or transaction [5] Nasdaq Compliance - Cyclacel received an extension until February 6, 2025, to demonstrate compliance with Nasdaq's minimum stockholders' equity requirement [6] - Failure to regain compliance could result in delisting [6] Company Overview - Cyclacel is a clinical-stage biopharmaceutical company developing cancer medicines based on cell cycle, transcriptional regulation, and mitosis biology [7] - The company's pipeline includes fadraciclib, a CDK2/9 inhibitor in Phase 2 trials, and plogosertib, a PLK1 inhibitor in Phase 1 trials [7]
Cyclacel Pharmaceuticals Announces Agreement for the Acquisition of Preferred Stock by David Lazar