Cyclacel Pharmaceuticals Announces Registered Direct and Private Placement Offering Priced At-The-Market Under Nasdaq Rules
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The announcement by Cyclacel Pharmaceuticals regarding the registered direct offering is a strategic financial move, involving the issuance of both common stock and warrants. The offering price of $3.315 per share is a critical figure, as it provides insight into the market's current valuation of the company's stock. The simultaneous issuance of warrants with an exercise price of $3.19 per share, which are immediately exercisable, could potentially dilute existing shareholders but also indicates a mechanism for future capital inflow. The seven-year exercisability period offers long-term financial flexibility to warrant holders.
Investors and stakeholders should note that the capital raised through this offering is likely aimed at funding ongoing research and development, commercialization efforts, or possibly to strengthen the company's balance sheet. The impact of such a transaction typically hinges on the company's ability to effectively deploy the raised capital towards value-generating initiatives. The timing of the closing, coupled with market conditions, will influence the immediate stock performance, with potential volatility around the announcement date.
From a medical research perspective, the capital infusion into Cyclacel Pharmaceuticals could accelerate the development pipeline, particularly in the area of cancer cell biology. The company's strategic focus on this field suggests that the funds may be allocated towards advancing clinical trials, expanding their drug portfolio, or enhancing proprietary technologies. The progress in clinical trials or successful drug development can significantly alter the company's market position and valuation, given the high stakes and substantial revenue potential in the oncology market.
It is essential to consider the competitive landscape in oncology and how Cyclacel's pipeline compares to peer companies. Breakthrough therapies or advancements in cancer treatment can lead to partnerships, mergers, or acquisitions, each of which carries substantial implications for the company's future and its shareholders.
The biopharmaceutical industry is characterized by high research and development costs, along with a lengthy and complex regulatory approval process. Cyclacel's move to secure additional funding through a direct offering is not uncommon in the industry, especially for companies at critical stages of product development or seeking to expand their market reach. The terms of the offering provide a glimpse into the company's market strategy and financial health.
Analyzing the transaction's terms, such as the offering price relative to the current stock price and the exercise price of the warrants, can offer insights into investor sentiment and expectations. The industry norm often sees a short-term negative reaction in stock price following such announcements due to dilution concerns, but the long-term effect hinges on successful capital deployment. The seven-year term of the warrants also suggests a long-term commitment from investors, which could be seen as a vote of confidence in the company's prospects.
BERKELEY HEIGHTS, N.J., Dec. 22, 2023 (GLOBE NEWSWIRE) -- Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, announced today that it has entered into a definitive agreement for the purchase and sale of 388,200 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) at a purchase price of
In a concurrent private placement, the Company will also issue an aggregate of 7,956 shares of common stock at the same purchase price of
Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.
The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses, are expected to be approximately
The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants (but not the warrants or the shares of common stock underlying the warrants) described above (other than the shares to be sold to members of management) are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-274328), previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 13, 2023. The offering of such shares of common stock and pre-funded warrants is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.
The warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Cyclacel Pharmaceuticals, Inc.
Cyclacel is a clinical-stage, biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation, epigenetics and mitosis biology. The transcriptional regulation program is evaluating fadraciclib, a CDK2/9 inhibitor, and the epigenetic/anti-mitotic program plogosertib, a PLK1 inhibitor, in patients with both solid tumors and hematological malignancies. Cyclacel's strategy is to build a diversified biopharmaceutical business based on a pipeline of novel drug candidates addressing oncology and hematology indications. 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, without limitation: interim results of a clinical trial are not necessarily indicative of final results and one or more of the clinical outcomes may materially change as patient enrollment continues, following more comprehensive reviews of the data and as more patient data becomes available, including the risk that unconfirmed responses may not ultimately result in confirmed responses to treatment after follow-up evaluations; 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; potential delays in the commencement, enrollment and completion of clinical trials; Cyclacel may not obtain approval to market its product candidates; the risks associated with reliance on outside financing to meet capital requirements; the potential effects of the COVID-19 pandemic; 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, as amended, 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
| Company: | Paul McBarron, (908) 517-7330, pmcbarron@cyclacel.com |
| Investor Relations: | Grace Kim, IR@cyclacel.com |
© Copyright 2023 Cyclacel Pharmaceuticals, Inc. All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks of Cyclacel Pharmaceuticals, Inc.
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