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SECURITIES AND EXCHANGE COMMISSION
to
UNDER THE SECURITIES ACT OF 1933
Delaware (State or other jurisdiction of incorporation or organization) | 91-1707622 (IRS Employer Identification Number) |
Berkeley Heights, NJ 07922
(908) 517-7330
registrant’s principal executive offices)
President and Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
(908) 517-7330
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Joel I. Papernik, Esq.
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue
New York, New York 10017
(212) 935-3000
Large accelerated filero | Accelerated filero | Non-accelerated filero(Do not check if a smaller reporting company) | Smaller reporting companyþ |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount Being | Offering Price | Aggregate | Amount of | ||||||||||
Security Being Registered | Registered(1) | Per Security | Offering Price | Registration Fee | ||||||||||
Shares of common stock, $.001 par value per share | 8,323,190 | $1.625 (2) | $13,525,183.75 | $964.35 | ||||||||||
Shares of common stock, $.001 par value per share, issuable upon exercise of options | 4,161,595 | $1.67(3) | $6,949,863.65 | $495.53 | ||||||||||
Shares of common stock, $.001 par value per share, issuable upon exercise of outstanding warrants | 4,161,595 | $1.92(3) | $11,985,404.16 | $854.56 | ||||||||||
Total | 16,646,380 | $28,465,309.80 | $2,029.58* | |||||||||||
* | Previously paid. | |
(1) | This Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock of the registrant. | |
(2) | In accordance with Rule 457(c), the aggregate offering price of our stock is estimated solely for the calculating of the registration fees due for this filing. This estimate is based on the average of the high and low sales price of our stock reported by the NASDAQ Global Market on November 1, 2010. | |
(3) | The proposed maximum offering price per share was determined in accordance with Rule 457(g) under the Securities Act of 1933, under which rule the per share price is estimated by reference to the exercise price of the securities. |
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The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
16,646,380 Shares of Common Stock, $0.001 Par Value,
Comprised of:
(ii) up to 4,161,595 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants; and
(iii) up to 4,161,595 Shares of Common Stock
Issuable upon Exercise of Outstanding Options
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EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
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• | Sapacitabine in acute myeloid leukemia, or AML, in elderly patients; | ||
• | Sapacitabine in myelodysplastic syndromes, or MDS, in older patients; and | ||
• | Sapacitabine in non-small cell lung cancer, or NSCLC. |
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Common stock covered hereby | 16,646,380 shares, consisting of | |
• 8,323,190 shares currently outstanding | ||
• Up to 4,161,595 shares issuable upon exercise of our outstanding warrants (the “Warrants”); and | ||
• Up to 4,161,595 shares issuable upon exercise of options (the “Options”). | ||
Common stock outstanding as of November 26, 2010 | 46,586,471 shares | |
Use of proceeds | We will not receive any proceeds from the sale or other disposition of common stock by the selling stockholders. In the event that the outstanding Warrants, the Options and the Option Warrants are exercised for cash, we may receive up to a total of approximately $18.9 million in proceeds. However, we cannot predict the timing or the amount of the exercise of these securities. Any proceeds we may receive will be used by us for general corporate purposes, including capital expenditures, the advancement of our drug candidates in clinical trials, such as our “SEAMLESS” pivotal Phase 3 trial of oral sapacitabine, and to meet working capital needs. The amounts and timing of the expenditures will depend on numerous factors, such as the timing and progress of our clinical trials and research and development efforts, technological advances and the competitive environment for our drug candidates. We expect from time to time to evaluate the acquisition of businesses, products and technologies for which a portion of the net proceeds may be used, although we currently are not planning or negotiating any such transactions. As of the date of this Prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from the exercise of the Warrants, the Options and the Option Warrants by their holders. Accordingly, we will retain broad discretion over the use of these proceeds, if any. | |
Risk factors | The shares of common stock offered hereby involve a high degree of risk. See “Risk Factors” beginning on page 11. | |
Dividend policy | We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends on our common stock. | |
Trading Symbol | Our common stock currently trades on the NASDAQ Global Market under the symbol “CYCC.” |
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• | fund research and development and clinical trials connected with our research; | ||
• | fund clinical trials and seek regulatory approvals; | ||
• | build or access manufacturing and commercialization capabilities; | ||
• | implement additional internal control systems and infrastructure; | ||
• | commercialize and secure coverage, payment and reimbursement of our drug candidates, if any such candidates receive regulatory approval; | ||
• | maintain, defend and expand the scope of our intellectual property; and | ||
• | hire additional management, sales and scientific personnel. | ||
Our future funding requirements will depend on many factors, including: | |||
• | the scope, rate of progress and cost of our clinical trials and other research and development activities; | ||
• | the costs and timing of seeking and obtaining regulatory approvals; | ||
• | the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; | ||
• | the costs associated with establishing sales and marketing capabilities; | ||
• | the effect of competing technological and market developments; and | ||
• | the payment, other terms and timing of any strategic alliance, licensing or other arrangements that we may establish. |
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• | delays in securing clinical investigators or trial sites for our clinical trials; | ||
• | delays in obtaining institutional review board, or IRB, and other regulatory approvals to commence a clinical trial; | ||
• | slower than anticipated rates of patient recruitment and enrollment, or reaching the targeted number of patients because of competition for patients from other trials or other reasons; | ||
• | negative or inconclusive results from clinical trials; | ||
• | unforeseen safety issues; | ||
• | uncertain dosing issues may or may not be related to suboptimal pharmacokinetic and pharmacodynamic behaviors; | ||
• | approval and introduction of new therapies or changes in standards of practice or regulatory |
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guidance that render our clinical trial endpoints or the targeting of our proposed indications obsolete; | |||
• | inability to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols; | ||
• | inability to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials; | ||
• | inability or unwillingness of medical investigators to follow our clinical protocols; and | ||
• | unavailability of clinical trial supplies. |
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• | we may not be able to control the amount and timing of resources that our collaborators may devote to the drug candidates; | ||
• | our collaborators may experience financial difficulties; | ||
• | we may be required to relinquish important rights such as marketing and distribution rights; business combinations or significant changes in a collaborator’s business strategy may also adversely affect a collaborator’s willingness or ability to complete our obligations under any arrangement; | ||
• | a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors; and | ||
• | collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing our drug candidates. |
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• | those discussed in the risk factor which immediately follows; | ||
• | the fact that the FDA or other regulatory officials may not approve our or our third party manufacturer’s processes or facilities; or | ||
• | the fact that new regulations may be enacted by the FDA or other regulators may change their approval policies or adoption of new regulations requiring new or different evidence of safety and efficacy for the intended use of a drug candidate. |
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• | developing drug candidates; | ||
• | conducting preclinical and clinical trials; | ||
• | obtaining regulatory approvals; and | ||
• | commercializing product candidates. |
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• | timing of market introduction, number and clinical profile of competitive drugs; | ||
• | our ability to provide acceptable evidence of safety and efficacy; | ||
• | relative convenience and ease of administration; | ||
• | cost-effectiveness; | ||
• | availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third party payors; | ||
• | prevalence and severity of adverse side effects; and | ||
• | other potential advantages over alternative treatment methods. |
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• | be prohibited from selling or licensing any product that we may develop unless the patent holder licenses the patent to us, which it is not required to do; | ||
• | be required to pay substantial royalties or grant a cross license to our patents to another patent holder; | ||
• | decide to move some of our screening work outside Europe; | ||
• | be required to pay substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a competitor’s patent or other proprietary rights; or | ||
• | be required to redesign the formulation of a drug candidate so it does not infringe, which may not be possible or could require substantial funds and time. |
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• | disclosure of actual or potential clinical results with respect to product candidates we are developing; | ||
• | regulatory developments in both the United States and abroad; | ||
• | developments concerning proprietary rights, including patents and litigation matters; | ||
• | public concern about the safety or efficacy of our product candidates or technology, or related technology, or new technologies generally; | ||
• | public announcements by our competitors or others; and | ||
• | general market conditions and comments by securities analysts and investors. |
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• | authorize the issuance of preferred stock that can be created and issued by the board of directors without prior stockholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of our common stock; | ||
• | provide for the board of directors to be divided into three classes; and | ||
• | require that stockholder actions must be effected at a duly called stockholder meeting and prohibit stockholder action by written consent. |
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• | additions to or departures of our key personnel; | ||
• | announcements of technological innovations or new products or services by us or our competitors; | ||
• | announcements concerning our competitors or the biotechnology industry in general; | ||
• | new regulatory pronouncements and changes in regulatory guidelines; | ||
• | general and industry-specific economic conditions; | ||
• | changes in financial estimates or recommendations by securities analysts; | ||
• | variations in our quarterly results; | ||
• | announcements about our collaborators or licensors; and | ||
• | changes in accounting principles. |
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• | anticipated results of financing activities; | ||
• | anticipated agreements with marketing partners; | ||
• | anticipated clinical trial timelines or results; | ||
• | anticipated research and product development results; | ||
• | projected regulatory timelines; | ||
• | descriptions of plans or objectives of management for future operations, products or services; | ||
• | forecasts of future economic performance; and | ||
• | descriptions or assumptions underlying or relating to any of the above items. |
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• | 8,323,190 shares of our common stock that are issued and outstanding; | ||
• | Up to 4,161,595 shares issuable upon exercise of our outstanding Warrants; and | ||
• | Up to 4,161,595 shares issuable upon exercise of the Options. | ||
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Beneficial Ownership | Beneficial Ownership | |||||||
Selling Stockholder | Before Offering | After Offering | ||||||
Aggregate | ||||||||
Total Shares | Number of Shares | Number of | ||||||
Beneficially Owned | Offered(1) | Shares | Percent | |||||
Special Situations Fund III QP, L.P. | 5,295,843(2) | 4,106,800 | 1,189,043 | 2.52% | ||||
Special Situations Cayman Fund, L.P. | 1,540,125(3) | 1,369,000 | 171,125 | * | ||||
Special Situations Private Equity Fund, L.P. | 1,398,923(4) | 1,095,200 | 303,723 | * | ||||
Special Situations Life Sciences Fund, L.P. | 2,052,457(5) | 1,642,800 | 409,657 | * | ||||
DAFNA LifeScience Ltd. | 67,835(6) | 41,068 | 26,767 | * | ||||
DAFNA LifeScience Market Neutral Ltd. | 33,264(7) | 29,568 | 3,696 | * | ||||
DAFNA LifeScience Select Ltd. | 120,096(8) | 93,636 | 26,460 | * | ||||
Redmile Capital Fund, LP | 880,794(9) | 782,928 | 97,866 | * | ||||
Redmile Capital Offshore Fund, Ltd. | 982,355(10) | 873,204 | 109,151 | * | ||||
Redmile Capital Offshore Fund II, Ltd. | 583,303(11) | 518,491 | 64,812 | * | ||||
Redmile Ventures, Ltd. | 17,614(12) | 15,657 | 1,957 | * | ||||
Deerfield Special Situations Fund, L.P. | 1,116,666(13) | 841,068 | 275,598 | * | ||||
Deerfield Special Situations Fund International, Ltd. | 1,830,472(14) | 1,349,212 | 481,260 | * | ||||
Opus Point Healthcare Value Fund, LP | 73,922(15) | 65,708 | 8,214 | * | ||||
Opus Point Healthcare (Low Net) Fund, LP | 80,087(16) | 71,188 | 8,899 | * | ||||
Opus Point Healthcare Innovations Fund, LP | 184,806(17) | 164,272 | 20,534 | * | ||||
DAK Investments Corp. | 61,601(18) | 54,756 | 6,845 | * | ||||
Michael S. Weiss | 30,798(19) | 27,376 | 3,422 | * | ||||
Jalu Capital Partners | 246,407(20) | 219,028 | 27,379 | * | ||||
Capital Ventures International | 3,911,793(21) | 3,285,420 | 626,373 | * | ||||
Total | 20,509,161 | 16,646,380 | 3,862,781 | 7.99% |
* | Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. |
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(1) | Assumes that the selling stockholder has exercised its Warrants, Option and Warrant Options in full. | |
(2) | Austin W. Marxe (“Marxe”) and David M. Greenhouse (“Greenhouse”) are the controlling principals of AWM Investment Company, Inc. (“AWM”), the general partner of and investment adviser to Special Situations Cayman Fund, L.P. (“Cayman”). AWM is also the general partner to MGP Advisers Limited Partnership (“MGP”), the general partner of Special Situations Fund III QP, L.P. (“SSFQP”). AWM servers as investment adviser to SSFQP, Special Situations Private Equity Fund, L.P. (“SSPE”) and Special Situations Life Sciences Fund, L.P. (“ SSLS”). Messrs. Marxe and Greenhouse are members of MG Advisers L.L.C., the general partner of SSPE and LS Advisers L.L.C., the general partner of SSLS. Messer Marxe and Greenhouse share sole and investment power of all shares held by SSFQP, Cayman, SSPE and SSLS. Consists of (i) 2,053,400 shares of common stock, (ii) Warrants to purchase 1,026,700 shares of common stock, (iii) an Option to purchase 1,026,700 shares of common stock and warrants to purchase 513,500 shares of common stock, (iv) 129,033 shares of common stock beneficially owned prior to the Private Placement, and (v) warrants to purchase 546,660 shares of common stock beneficially owned prior to the Private Placement. | |
(3) | See footnote 2 above for beneficial ownership information. Consists of (i) 684,500 shares of common stock, (ii) Warrants to purchase 342,250 shares of common stock and (iii) an Option to purchase 342,250 shares of common stock and warrants to purchase 171,125 shares of common stock. | |
(4) | See footnote 2 above for beneficial ownership information. Consists of (i) 547,600 shares of common stock, (ii) Warrants to purchase 273,800 shares of common stock, (iii) an Option to purchase 273,800 shares of common stock and warrants to purchase 136,900 shares of common stock, (iv) 32,258 shares of common stock beneficially owned prior to the Private Placement, and (v) warrants to purchase 134,565 shares of common stock beneficially owned prior to the Private Placement. | |
(5) | See footnote 2 above for beneficial ownership information. Consists of (i) 821,400 shares of common stock, (ii) Warrants to purchase 410,700 shares of common stock, (iii) an Option to purchase 410,700 shares of common stock and warrants to purchase 205,350 shares of common stock, (iv) 38,709 shares of common stock beneficially owned prior to the Private Placement, and (v) warrants to purchase 165,598 shares of common stock beneficially owned prior to the Private Placement. | |
(6) | Nathan Fischel, as managing member, has the power directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 20,534 shares of common stock, (ii) Warrants to purchase 10,267 shares of common stock, (iii) an Option to purchase 10,267 shares of common stock and warrants to purchase 5,134 shares of common stock, and (iv) warrants to purchase 21,633 shares of our common stock that were beneficially owned prior to the Private Placement. | |
(7) | Nathan Fischel, as managing member, has the power directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 14,784 shares of common stock, (ii) Warrants to purchase 7,392 shares of common stock, and (iii) an Option to purchase 7,392 shares of common stock and warrants to purchase 3,696 shares of common stock. | |
(8) | Nathan Fischel, as managing member, has the power directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 46,818 shares of common stock, (ii) Warrants to purchase 23,409 shares of common stock, (iii) an Option to purchase 23,409 shares of common stock and warrants to purchase 11,705 shares of common stock, and (iv) warrants to purchase 14,755 shares of our common stock that were beneficially owned prior to the Private Placement. | |
(9) | The Redmile Group, LLC. as Investment Manager, has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 391,464 shares of common stock, (ii) Warrants to purchase 195,732 shares of common stock and (iii) an Option to purchase 195,732 shares of common stock and warrants to purchase 97,866 shares of common stock. | |
(10) | The Redmile Group, LLC. as Investment Manager, has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 436,602 shares of common stock, (ii) Warrants to purchase 218,301 shares of common stock and (iii) an Option to purchase 218,301 shares of common stock and warrants to purchase 109,151 shares of common stock. |
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(11) | The Redmile Group, LLC. as Investment Manager, has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 259,245 shares of common stock, (ii) Warrants to purchase 129,623 shares of common stock and (iii) an Option to purchase 129,623 shares of common stock and warrants to purchase 64,812 shares of common stock. | |
(12) | The Redmile Group, LLC. as Investment Manager, has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 7,829 shares of common stock, (ii) Warrants to purchase 3,914 shares of common stock and (iii) an Option to purchase 3,914 shares of common stock and warrants to purchase 1,957 shares of common stock. | |
(13) | James E. Flynn has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 420,534 shares of common stock, (ii) Warrants to purchase 210,267 shares of common stock (iii) an Option to purchase 210,267 shares of common stock and warrants to purchase 105,134 shares of common stock; and (iv) warrants to purchase 178,464 shares of common stock beneficially owned prior to the Private Placement. | |
(14) | James E. Flynn has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 674,606 shares of common stock, (ii) Warrants to purchase 337,303 shares of common stock (iii) an Option to purchase 337,303 shares of common stock and warrants to purchase 168,652 shares of common stock, and (iv) warrants to purchase 312,608 shares of common stock beneficially owned prior to the Private Placement. | |
(15) | Michael S. Weiss has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 32,854 shares of common stock, (ii) Warrants to purchase 16,427 shares of common stock and (iii) an Option to purchase 16,427 shares of common stock and warrants to purchase 8,214 shares of common stock. | |
(16) | Michael S. Weiss has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 35,594 shares of common stock, (ii) Warrants to purchase 17,797 shares of common stock and (iii) an Option to purchase 17,797 shares of common stock and warrants to purchase 9,583 shares of common stock. | |
(17) | Michael S. Weiss has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 82,136 shares of common stock, (ii) Warrants to purchase 41,068 shares of common stock and (iii) an Option to purchase 41,068 shares of common stock and warrants to purchase 20,534 shares of common stock. | |
(18) | Michael S. Weiss has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 27,378 shares of common stock, (ii) Warrants to purchase 13,689 shares of common stock and (iii) an Option to purchase 13,689 shares of common stock and warrants to purchase 6,845 shares of common stock. | |
(19) | Consists of (i) 13,688 shares of common stock, (ii) Warrants to purchase 6,844 shares of common stock and (iii) an Option to purchase 6,844 shares of common stock and warrants to purchase 3,422 shares of common stock. | |
(20) | Mark Fain has the power, directly or indirectly, alone or with others, to vote or dispose of the shares held by this selling stockholder. Consists of (i) 109,514 shares of common stock, (ii) Warrants to purchase 54,757 shares of common stock and (iii) an Option to purchase 54,757 shares of common stock and warrants to purchase 27,379 shares of common stock. | |
(21) | Consists of (i) 1,642,710 shares of common stock, (ii) Warrants to purchase 821,355 shares of common stock, (iii) an Option to purchase 821,355 shares of common stock and warrants to purchase 410,677 shares of common stock, and (iv) warrants to purchase 215,695 shares of common stock beneficially owned prior to the Private Placement. Heights Capital Management, Inc., the authorized agent of Capital Ventures International (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. | |
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• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | ||
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | ||
• | an exchange distribution in accordance with the rules of the applicable exchange; | ||
• | privately negotiated transactions; | ||
• | short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC; | ||
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | ||
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; | ||
• | a combination of any such methods of sale; and | ||
• | any other method permitted by applicable law. |
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• | the number of shares constituting the series and the distinctive designation of the series; | ||
• | dividend rates, whether dividends are cumulative, and, if so, from what date; and the relative rights of priority of payment of dividends; | ||
• | voting rights and the terms of the voting rights; | ||
• | conversion privileges and the terms and conditions of conversion, including provision for adjustment of the conversion rate; | ||
• | redemption rights and the terms and conditions of redemption, including the date or dates upon or after which shares may be redeemable, and the amount per share payable in case of redemption, which may vary under different conditions and at different redemption dates; | ||
• | sinking fund provisions for the redemption or purchase of shares; | ||
• | rights in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority of payment; and | ||
• | any other relative powers, preferences, rights, privileges, qualifications, limitations and restrictions of the series. |
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• | we may not declare or pay or set aside dividends on common stock or any other stock ranking junior to the convertible preferred stock as to dividends or liquidation preferences, excluding dividends or distributions of shares, options, warrants or rights to purchase common stock or other stock ranking junior to the convertible preferred stock as to dividends; or | ||
• | we will not be able to redeem, purchase or otherwise acquire any of our other stock ranking junior to the convertible preferred stock as to dividends or liquidation preferences, except in very limited circumstances. |
• | our surplus; or | ||
• | the net profits for the current fiscal year or the fiscal year before which the dividend or distribution is declared under certain circumstances. |
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(1) | we dividend or distribute common stock on shares of our common stock; | ||
(2) | we subdivide or combine our common stock; | ||
(3) | we issue to all holders of common stock certain rights or warrants to purchase our common stock at less than the current market price; | ||
(4) | we dividend or distribute to all holders of our common stock shares of our capital stock or evidences of indebtedness or assets, excluding: |
• | those rights, warrants, dividends or distributions referred to in (1) or (3), or | ||
• | dividends and distributions paid in cash; |
(5) | we made a dividend or distribution consisting of cash to all holders of common stock; | ||
(6) | we purchase common stock pursuant to a tender offer made by us or any of our subsidiaries; and | ||
(7) | a person other than us or any of our subsidiaries makes any payment on a tender offer or exchange offer and, as of the closing of the offer, the board of directors is not recommending rejection of the offer. We will only make this adjustment if the tender or exchange offer increases a person’s ownership to more than 25% of our outstanding common stock, and only if the payment per share of common stock exceeds the current market price of our common stock. We will not make this adjustment if the offering documents disclose our plan to engage in any consolidation, merger, or transfer of all or substantially all of our properties and if specified conditions are met. |
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• | the closing sale price on certain specified dates, or | ||
• | the average of the closing prices of the common stock for the ten trading day period immediately prior to certain specified dates. |
(1) | if the transaction is a common stock fundamental change, as defined below, common stock of the kind received by holders of common stock as a result of common stock fundamental change in accordance with paragraph (1) below under the subsection entitled “— Fundamental Change Conversion Price Adjustments,” and | ||
(2) | if the transaction is not a common stock fundamental change, and subject to funds being legally available at conversion, the kind and amount of the securities, cash or other property that would have been receivable upon the recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of common stock issuable upon conversion of the convertible preferred stock immediately prior to the recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after giving effect to any adjustment in the conversion price in accordance with paragraph (2) below under the subsection entitled “— Fundamental Change Conversion Price Adjustments.” |
(1) | we recapitalize or reclassify our common stock, except for: |
• | a change in par value, | ||
• | a change from par value to no par value, |
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• | a change from no par value to par value, or | ||
• | a subdivision or combination of our common stock. |
(2) | we consolidate or merge into any other person, or any merger of another person into us, except for a merger that does not result in a reclassification, conversion, exchange or cancellation of common stock, | ||
(3) | we sell, transfer or lease all or substantially all of our assets and holders of our common stock become entitled to receive other securities, cash or other property, or | ||
(4) | we undertake any compulsory share exchange. |
(1) | in the case of a common stock fundamental change, the conversion price shall be the conversion price after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, multiplied by a fraction, the numerator of which is the purchaser stock price, as defined below, and the denominator of which is the applicable price, as defined below. However, in the event of a common stock fundamental change in which: |
• | 100% of the value of the consideration received by a holder of our common stock is common stock of the successor, acquirer or other third party, and cash, if any, paid with respect to any fractional interests in such common stock resulting from such common stock fundamental change, and | ||
• | All of our common stock shall have been exchanged for, converted into or acquired for, common stock of the successor, acquirer or other third party, and any cash with respect to fractional interests, | ||
• | the conversion price shall be the conversion price in effect immediately prior to such common stock fundamental change multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of shares of common stock of the successor, acquirer or other third party received by a holder of one share of our common stock as a result of the common stock fundamental change; and |
(2) | in the case of a non-stock fundamental change, the conversion price shall be the lower of: |
• | the conversion price after giving effect to any other prior adjustments effected pursuant to the preceding paragraph and | ||
• | the product of |
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“applicable price” means: | |||
• | in a non-stock fundamental change in which the holders of common stock receive only cash, the amount of cash received by a holder of one share of common stock, and | ||
• | in the event of any other fundamental change, the average of the daily closing price for one share of common stock during the 10 trading days immediately prior to the record date for the determination of the holders of common stock entitled to receive cash, securities, property or other assets in connection with the fundamental change or, if there is no such record date, prior to the date upon which the holders of common stock shall have the right to receive such cash, securities, property or other assets. |
• | we continue to exist after the occurrence of the fundamental change and the outstanding convertible preferred stock continues to exist as outstanding convertible preferred stock, or | ||
• | not later than the occurrence of the fundamental change, the outstanding convertible preferred stock is converted into or exchanged for shares of preferred stock, which preferred stock has rights, preferences and limitations substantially similar, but no less favorable, to those of the convertible preferred stock. |
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• | first in proportion to the liquidation preferences until the preferences are paid in full, and | ||
• | then in proportion to the amounts of accrued but unpaid dividends. |
• | the sale of all or substantially all of the assets; | ||
• | our merger or consolidation into or with any other corporation; or | ||
• | our liquidation, dissolution, winding up or reorganization immediately followed by a reincorporation as another corporation. |
Redemption | ||||
Year | Price | |||
2007 | $ | 10.42 | ||
2008 | 10.36 | |||
2009 | 10.30 | |||
2010 | 10.24 | |||
2011 | 10.18 | |||
2012 | 10.12 | |||
2013 | 10.06 |
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• | full cumulative dividends on the convertible preferred stock to the exchange date have not been paid or set aside for payment, or | ||
• | an event of default under the indenture would occur on conversion, or has occurred and is continuing. |
• | adversely change the rights, preferences and limitations of the convertible preferred stock by modifying our certificate of incorporation or bylaws, or | ||
• | authorize, issue, reclassify any of our authorized stock into, increase the authorized amount of, or authorize or issue any convertible obligation or security or right to purchase, any class of stock that ranks senior to the convertible preferred stock as to dividends or distributions of assets upon liquidation, dissolution or winding up of the stock. |
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• | enter into a share exchange that affects the convertible preferred stock, | ||
• | consolidate with or merge into another entity, or | ||
• | permit another entity to consolidate with or merge into us, |
• | The April 2006 Warrants— On April 26 2006, as part of a private placement, the Company sold warrants to purchase up to 2,571,429 shares of common stock at an exercise price of $7.00 per share of common stock, such warrants expiring at 5:00 p.m., Eastern Time, on April 26, 2013. As of November 26, 2010, there were 2,571,429 shares available for purchase under the April 2006 Warrants. | ||
• | The February 2007 Warrants— On February 16, 2007, as part of a “registered direct” offering of our units, we sold warrants to purchase up to an aggregate of 1,062,412 shares of common stock at an exercise price of $8.44 per share of common stock, such warrants expiring at 5:00 p.m., Eastern Time, on February 16, 2014. As of November 26, 2010, there were 1,062,412 shares available for purchase under the February 2007 Warrants. | ||
• | The July 2009 Warrants— On July 29, 2009, as part of a “registered direct” offering of our units, we sold warrants to purchase up to an aggregate of 735,222 shares of common stock at an exercise price of $1.00 per share of common stock, such warrants expiring at 5:00 p.m., Eastern Time, on July 29, 2014. As of November 26, 2010, warrants to purchase up to 692,256 shares of common stock remain outstanding. Unless otherwise specified in the applicable warrant, except upon at least 61 days’ prior notice from the holder to us, the holder will not have the right to | ||
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exercise any portion of the warrant if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. As of November 26, 2010, there were 692,256 shares available for purchase under the July 2009 Warrants. | |||
• | The January 13, 2010 Warrants— On January 13, 2010, as part of a “registered direct” offering of our units, we sold warrants to purchase up to an aggregate of 712,500 shares of common stock at an exercise price of $3.26 per share of common stock, such warrants expiring at 5:00 p.m., Eastern Time, on January 13, 2015. Unless otherwise specified in the applicable warrant, except upon at least 61 days’ prior notice from the holder to us, the holder will not have the right to exercise any portion of the warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. As of November 26, 2010, there were 712,500 shares available for purchase under the January 13, 2010 Warrants. | ||
• | The January 25, 2010 Warrants— On January 25, 2010, as part of a “registered direct” offering of our units, we sold warrants to purchase up to an aggregate of 705,000 shares of common stock at an exercise price of $2.85 per share of common stock, such warrants expiring at 5:00 p.m. Eastern Time, on January 25, 2015. Unless otherwise specified in the applicable warrant, except upon at least 61 days’ prior notice from the holder to us, the holder will not have the right to exercise any portion of the warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. As of November 26, 2010, there were 705,000 shares available for purchase under the January 25, 2010 Warrants. We refer to the February 2007 Warrants, July 2009 Warrants, January 13, 2010 and January 25, 2010 Warrants collectively as the Registered Direct Warrants. | ||
• | The KingsbridgeWarrant— On November 24, 2009, we issued to Kingsbridge Capital Limited, or Kingsbridge, an amended and restated warrant to purchase an aggregate of 175,000 shares of our common stock at an exercise price of $1.40 per share, such warrant expiring on June 10, 2013. The Kingsbridge Warrant may not be exercised to the extent that such exercise would cause the warrant holder to beneficially own (or be deemed to beneficially own) a number of shares of our common stock that would exceed 9.9% of our then outstanding shares of common stock following such exercise. As of November 26, 2010, there were 100,000 shares available for purchase under the Kingsbridge Warrant. | ||
• | The Warrants and the Option Warrants— On October 7, 2010, as part of the Private Placement, we sold the Warrants to purchase up to an aggregate of 4,161,595 shares of common stock at an exercise price of $1.92 per share of common stock, such Warrants expiring at 5:00 p.m. Eastern Time, on October 7, 2015. On October 7, 2010, we also sold, as part of the Private Placement, Options to purchase up to 4,161,595 shares of common stock and Option Warrants to purchase up to an aggregate of 2,080,803 shares of common stock at an exercise price of $1.92 per share of common stock, such Option Warrants expiring at 5:00 p.m. Eastern Time on the date that is five years from the date of issuance of such Option Warrant. Unless otherwise specified in the applicable Warrant or Option Warrant, except upon at least 61 days’ prior notice from the holder to us, the holder will not have the right to exercise any portion of such warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99%, 9.99% or 19.99% , as |
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applicable, of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants and the Option Warrants. As of November 26, 2010, there were 4,161,595 shares available for purchase under the Warrants, and no Option Warrants had yet been issued. | |||
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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High | Low | |||||||
2010 | ||||||||
Quarter ended March 31, 2010 | $ | 4.08 | $ | 1.00 | ||||
Quarter ended June 30, 2010 | 2.97 | 1.42 | ||||||
Quarter ended September 30, 2010 | 1.75 | 1.70 | ||||||
2009 | ||||||||
Quarter ended March 31, 2009 | 0.54 | 0.26 | ||||||
Quarter ended June 30, 2009 | 1.66 | 0.30 | ||||||
Quarter ended September 30, 2009 | 1.24 | 0.79 | ||||||
Quarter ended December 31, 2009 | 1.69 | 0.75 | ||||||
2008 | ||||||||
Quarter ended March 31, 2008 | 5.51 | 2.40 | ||||||
Quarter ended June 30, 2008 | 3.67 | 1.66 | ||||||
Quarter ended September 30, 2008 | 2.00 | 0.84 | ||||||
Quarter ended December 31, 2008 | 1.16 | 0.23 |
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• | Our definitive proxy statement on Schedule 14A for a Special Meeting of Stockholders filed with the Securities and Exchange Commission on September 21, 2010, as supplemented on October 28, 2010; | ||
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 filed on May 19, 2010, June 30, 2010, filed on August 13, 2010 and September 30, 2010, filed on November 12, 2010; | ||
• | Our Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 29, 2010, as amended by Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2009 filed on May 17, 2010 and as further amended by Amendment No. 2 to Annual Report of Form 10-K/A for the year ended December 31, 2009 filed on May 19, 2010; |
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• | Our Current Reports on Form 8-K filed on January 8, 2010, January 11, 2010, January 13, 2010, January 21, 2010, January 25, 2010, January 27, 2010, March 16, 2010, March 31, 2010, April 20, 2010, May 13, 2010, May 27, 2010, June 14, 2010, July 20, 1010, August 5, 2010, August 13, 2010, September 13, 2010, October 5, 2010, October 6, 2010, October 7, 2010, October 8, 2010 and November 2, 2010; | ||
• | Our definitive proxy statement on Schedule 14A for our 2010 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 23, 2010; | ||
• | The description of our common stock contained in our Registration Statement on Form 8-A, filed on March 8, 2004 (File No. 000-50626), which incorporates by reference the description of the shares of our common stock contained in our Registration Statement on Form S-1 (File No. 333-109653) filed on December 22, 2003 and declared effective by the SEC on March 17, 2004, and any amendment or reports filed with the SEC for purposes of updating such description; and | ||
• | The description of our preferred stock contained in our Registration Statement on Form 8-A, filed on October 27, 2004 (File No. 000-50626), which incorporates by reference the description of the shares of our preferred stock contained in our Registration Statement on Form S-1 (File No. 333-119585) filed on October 7, 2004 and declared effective by the SEC on November 1, 2004, and any amendment or reports filed with the SEC for purposes of updating such description. |
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Securities and Exchange Commission Registration Fee* | $ | 2,314.44 | ||
Legal Fees and Expenses | 50,000.00 | |||
Accounting Fees and Expenses | 15,000.00 | |||
Miscellaneous Expenses | 5,000.00 | |||
Total | $ | 67,314.44 |
* | All expenses except the registration fee are estimates. |
• | from any breach of the director’s duty of loyalty to us or our stockholders; | ||
• | from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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• | under Section 174 of the Delaware General Corporation Law; and | ||
• | from any transaction from which the director derived an improper personal benefit. |
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EXHIBIT | ||
NUMBER | DESCRIPTION | |
1.1 | Placement Agent Agreement, dated July 23, 2009, by and between the Company and Lazard Capital Markets LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
1.2 | Placement Agent Agreement, dated January 11, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
1.3 | Placement Agent Agreement, dated January 21, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
3.1 | Amended and Restated Certificate of Incorporation of Xcyte Therapies, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein by reference). | |
3.1.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xcyte Therapies, Inc. (previously filed as Exhibit 3.3.1 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2006, originally filed with the SEC on May 16, 2006, and incorporated herein by reference). | |
3.2 | Amended and Restated Bylaws of Xcyte Therapies, Inc. (Previously filed as Exhibit 3.3 to Registrant’s Registration Statement on Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein by reference). | |
3.2.1 | Amendment No. 1 to the Amended and Restated Bylaws of Xcyte Therapies, Inc. (previously filed as Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 8, 2008, and incorporated herein by reference). | |
3.3 | Preferred Stock Certificate of Designations (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 5, 2004, and incorporated herein by reference). |
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EXHIBIT | ||
NUMBER | DESCRIPTION | |
4.1 | Specimen of Common Stock Certificate (previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein by reference). | |
4.2 | Specimen of Preferred Stock Certificate of Designation (previously filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-1, File No. 333-119585, originally filed with the SEC on October 7, 2004, as subsequently amended, and incorporated herein by reference). | |
4.3 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 28, 2006, and incorporated herein by reference). | |
4.4 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 15, 2007, and incorporated herein by reference). | |
4.5 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock, dated December 10, 2007, issued to Kingsbridge Capital Limited (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 11, 2007, and incorporated herein by reference). | |
4.6 | Registration Rights Agreement, dated December 10, 2007, by and between Cyclacel Pharmaceuticals, Inc. and Kingsbridge Capital Limited (previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 11, 2007, and incorporated herein by reference). | |
4.7 | Amended and Restated Warrant to purchase Common Stock, dated as of November 24, 2009, issued by the Company to Kingsbridge Capital Limited. (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 25, 2009, and incorporated herein by reference). | |
4.8 | Form of Series I Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
4.9 | Form of Series II Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
4.10 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
4.11 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
4.12 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
5.1** | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the securities being registered. | |
10.1 | Stock Purchase Agreement, dated December 15, 2005, between Xcyte Therapies, Inc., and Cyclacel Group plc (previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 20, 2005, and incorporated herein by reference). |
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EXHIBIT | ||
NUMBER | DESCRIPTION | |
10.2 | Amendment No. 1 to the Stock Purchase Agreement, dated January 13, 2006, between Xcyte Therapies Inc., and Cyclacel Group plc (previously filed as exhibit 2.1 to the Registrant’s current report on Form 8-K filed with the Commission on January 19, 2006, and incorporated herein by reference). | |
10.3 | Form of Securities Purchase Agreement, dated April 26, 2006 (previously filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 28, 2006, and incorporated herein by reference). | |
10.4 | Form of Subscription Agreement, dated February 13, 2007, by and between Cyclacel Pharmaceuticals, Inc. and certain purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 15, 2007, and incorporated herein by reference). | |
10.5 | Form of Placement Agent Agreement, dated February 13, 2007, by and among Cyclacel Pharmaceuticals, Inc., Lazard Capital Markets LLC, Needham & Company, LLC and ThinkEquity Partners LLC (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 15, 2007, and incorporated herein by reference). | |
10.6 | Asset Purchase Agreement by and among ALIGN Pharmaceuticals, LLC, ALIGN Holdings, LLC and Achilles Acquisition, LLC, dated October 5, 2007 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2007, originally filed with the SEC on November 7, 2007, and incorporated herein by reference). | |
10.7 | Common Stock Purchase Agreement, dated December 10, 2007, by and between Cyclacel Pharmaceuticals, Inc. and Kingsbridge Capital Limited (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 11, 2007, and incorporated herein by reference). | |
10.8 † | Employment Offer Letter by and between Achilles Acquisition, LLC and William C. Collins, dated October 3, 2007 (previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2007, originally filed with the SEC on November 7, 2007, and incorporated herein by reference). | |
10.9 † | Amended and Restated 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 19, 2007, and incorporated herein by reference). | |
10.10 † | Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis, dated as of January 1, 2008 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 24, 2008, and incorporated herein by reference). | |
10.11 † | Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Paul McBarron, dated as of January 1, 2008 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 2, 2008, and incorporated herein by reference). | |
10.12 † | Amendment No. 1, dated as of December 31, 2008, to Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis, dated as of January 1, 2008 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2009, originally filed with the SEC on May 15, 2009, and incorporated herein by reference). | |
10.13 | Amendment No. 1 to Common Stock Purchase Agreement, dated as of November 24, 2009, by and between the Company and Kingsbridge Capital Limited (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 25, 2009, and incorporated herein by reference). | |
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EXHIBIT | ||
NUMBER | DESCRIPTION | |
10.14 | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
10.15 | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
10.16 | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
10.17 | Agreement between the Company and Scottish Enterprise dated March 27, 2006 (previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed with the SEC on August 13, 2009, and incorporated herein by reference). | |
10.18 | Addendum to Agreement between the Company and Scottish Enterprise dated June 22, 2009 (previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed with the SEC on August 13, 2009, and incorporated herein by reference). | |
10.19 | Form of Purchase Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
10.20 | Form of Registration Rights Agreement between the Company and certain investors (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
21 | Subsidiaries of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K, as amended, originally filed with the SEC on March 29, 2010, and incorporated herein by reference). | |
23.1 ** | Consent of Independent Registered Public Accounting Firm. | |
23.2 ** | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). | |
24.1 * | Power of Attorney (included on signature page). |
† | Indicates management compensatory plan, contract or arrangement. | |
* | Previously filed. | |
** | Filed herewith. | |
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CYCLACEL PHARMACEUTICALS, INC. | ||||
By: | /s/ Paul McBarron | |||
Paul McBarron | ||||
Chief Operating Officer, Chief Financial Officer, and Executive Vice President, Finance | ||||
Signature | Title | Date | ||
/s/ Spiro Rombotis | President & Chief Executive Officer (Principal Executive Officer) and Director | November 29, 2010 | ||
/s/ Paul McBarron | Chief Operating Officer, Chief Financial Officer, and Executive Vice President, Finance (Principal Financial and Accounting Officer) and Director | November 29, 2010 | ||
* | Chairman | November 29, 2010 | ||
* | Vice Chairman | November 29, 2010 | ||
* | Director | November 29, 2010 |
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Signature | Title | Date | ||
* | Director | November 29, 2010 | ||
* | Director | November 29, 2010 |
* | By executing his name hereto, Spiro Rombotis is signing this document on behalf of the persons indicated above pursuant to the powers of attorney executed by such persons and filed with the Securities and Exchange Commission. |
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