Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP;
"Cyclacel" or the "Company"), a biopharmaceutical company
developing innovative medicines based on cancer cell biology, today
announced it has entered into a definitive securities purchase
agreement with Acorn Bioventures, LP, a biotech-focused fundamental
investor.
Under the agreement, Acorn Bioventures has agreed to purchase in
a registered direct offering 485,912 shares of common stock and
237,745 shares of newly designated Series B Preferred Stock
(convertible into shares of common stock at a ratio of 1:5), and in
a concurrent private placement, warrants to purchase 669,854 shares
of common stock, for aggregate gross proceeds of approximately $7
million. The offering is priced at-the-market pursuant to the rules
of The Nasdaq Stock Market. The warrants will be exercisable
beginning twelve months following the date of issuance, will expire
on the five-year anniversary of the date of issuance, and have an
exercise price of $4.13 per share.
Cyclacel intends to use substantially all of the net
proceeds of approximately $6.9 million from the registered direct
offering and concurrent private placement to rapidly advance
clinical development of CYC140, a Polo-like-kinase 1 (PLK1)
inhibitor.
"We are very pleased to support Cyclacel as they continue to
progress clinical development of their clinical-stage assets for
patients with various types of cancer,” commented Anders Hove, MD
and Isaac Manke, PhD, of Acorn Bioventures. “Cyclacel’s value
proposition focuses on fadraciclib, a CDK2/9 inhibitor, which has
shown promising clinical activity and safety profile in patients
with advanced cancers and CYC140, a PLK1 inhibitor. Extensive
preclinical data support clinical investigation of CYC140 in a
broad range of liquid and solid tumors."
"Acorn’s philosophy is centered on achieving long-term
investment returns after evaluating the scientific and clinical
merits of novel medicines," said Spiro Rombotis, President &
Chief Executive Officer of Cyclacel. "We are excited by the
prospect that our two internally-discovered molecules, fadraciclib
and CYC140, can move forward in parallel. Our clinical development
program will evaluate both agents across a broad spectrum of
hematological and solid tumor types with the aim of offering novel
alternatives to patients with unmet medical needs."
The common stock is being offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-231923),
previously filed with the Securities and Exchange Commission
("SEC") on June 3, 2019 and declared effective
on June 21, 2019. Such shares of common stock are being
offered only by means of a prospectus supplement. A prospectus
supplement and the accompanying prospectus relating to the
registered direct offering may be obtained, when available, on the
SEC's website at http://www.sec.gov or by contacting
Cyclacel Pharmaceuticals, Inc.
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 "Act"), and Rule 506(b) of
Regulation D promulgated thereunder and, along with the shares of
common stock underlying the warrants, have not been registered
under the 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
registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Cyclacel Pharmaceuticals, Inc.
Cyclacel Pharmaceuticals is a clinical-stage biopharmaceutical
company developing innovative cancer medicines based on cell cycle,
transcriptional regulation and mitosis biology. The transcriptional
regulation program is evaluating fadraciclib, a CDK2/9 inhibitor,
in solid tumors and hematological malignancies. The anti-mitotic
program is evaluating CYC140, a PLK1 inhibitor, in advanced
cancers. 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 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
Company: Paul McBarron, (908)
517-7330, pmcbarron@cyclacel.com
Investor Relations: Russo Partners LLC, Jason Assad, (678)
570-6791, jason.assad@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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