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Delaware
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91-1707622
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(State or other jurisdiction of
incorporation or organization) |
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(IRS employer
Identification number) |
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| Large accelerated filer | | | ☐ | | | | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | |
Smaller reporting company
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| | ☒ | |
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Title of each Class of Securities to be Registered(1)
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Proposed
Maximum Aggregate Offering Price(2)(3) |
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Amount of
Registration Fee(4) |
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Common Stock, $0.001 par value per share
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(5)
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Preferred Stock, $0.001 par value per share
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(5)
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Warrants to purchase Common Stock
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(5)
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Debt Securities
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(5)
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Units
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(5)
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Total
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| | | $ | 53,604,766 | | | | | $ | 5,398.07(6) | | |
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Page
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Program
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Indication
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Development
Status |
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Target
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Cell Cycle
Mechanism |
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Oncology | | | | | | ||||||||
Sapacitabine, CYC682 | | |
Elderly AML
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Phase 3 registration study
on-going. Enrollment completed |
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DNA
polymerase |
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G2 and S phase
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Sapacitabine, CYC682 | | |
MDS
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Phase 2 randomized trial
Enrollment completed |
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DNA
polymerase |
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G2 and S phase
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Seliciclib + Sapacitabine | | |
Cancer
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Phase 1/2 trial on-going
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CYC065 CDK inhibitor | | |
Cancer
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Phase 1 first-in-human
solid tumors and lymphoma; on-going |
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CDK2/9
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G1/S
checkpoint and others |
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CYC140 PLK inhibitor | | |
Cancer
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Preclinical
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PLK1
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G2/M
checkpoint |
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Investigator Sponsored Trials
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Seliciclib, CYC202 | | |
Cushing’s
disease and rheumatoid arthritis |
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Phase 2 trial
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CDK2/9
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G1/S
checkpoint and others |
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Licensing & Collaboration | | | | | | ||||||||
Seliciclib, CYC202 | | |
Cancer
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Phase 2 trial
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| | | | | | |
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Securities and Exchange Commission Registration Fee
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| | | $ | 5,398.07 | | |
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Legal Fees and Expenses
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| | | | 15,000 | | |
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Accounting Fees and Expenses
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| | | | 7,500 | | |
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Miscellaneous Fees and Expenses
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| | | | 7,500 | | |
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Total
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| | | $ | 40,070 | | |
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| | | | CYCLACEL PHARMACEUTICALS, INC. | | |||
| | | | By: | | |
/s/ Paul McBarron
Paul McBarron
Chief Operating Officer, Chief Financial Officer, and Executive Vice President, Finance |
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Signature
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Title
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Date
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/s/ Spiro Rombotis
Spiro Rombotis
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| | President & Chief Executive Officer (Principal Executive Officer) and Director |
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April 29, 2016
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/s/ Paul McBarron
Paul McBarron
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| | Chief Operating Officer, Chief Financial Officer & Executive Vice President, Finance (Principal Financial and Accounting Officer) and Director | | |
April 29, 2016
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/s/ Dr. David U’Prichard
Dr. David U’Prichard
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| | Chairman | | |
April 29, 2016
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/s/ Dr. Christopher Henney
Dr. Christopher Henney
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| | Vice Chairman | | |
April 29, 2016
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/s/ Dr. Samuel L. Barker
Dr. Samuel L. Barker
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| | Director | | |
April 29, 2016
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/s/Dr. Nicholas Bacopoulos
Dr. Nicholas Bacopoulos
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| | Director | | |
April 29, 2016
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/s/ Sir John Banham
Sir John Banham
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| | Director | | |
April 29, 2016
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/s/ Lloyd Sems
Lloyd Sems
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| | Director | | |
April 29, 2016
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/s/ Gregory Hradsky
Gregory Hradsky
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| | Director | | |
April 29, 2016
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Exhibit Number |
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Description of Document
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1.1* | | | Form of Underwriting Agreement | | | ||
3.1 | | | Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. | | | ||
3.2 | | | Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc., filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference. | | | ||
3.3 | | | Preferred Stock Certificate of Designations, 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 | | | ||
4.1 | | | Specimen of Common Stock Certificate, filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference. | | | ||
4.2 | | | Specimen of Preferred Stock Certificate, filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference. | | | ||
4.3* | | | Form of Warrant Agreement and Warrant Certificate | | | ||
4.4* | | | Form of Senior Debt Security | | | ||
4.5* | | | Form of Subordinated Debt Security | | | ||
4.6* | | | Form of Senior Indenture | | | ||
4.7* | | | Form of Subordinated Indenture | | | ||
4.8* | | | Form of Rights Agreement and Right Certificate | | | ||
4.9* | | | Form of Purchase Contract | | | ||
4.10* | | | Form of Unit Agreement and Unit | | | | |
5.1 | | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of securities being registered | | | ||
12.1* | | | Computation of Ratio of Earnings to Fixed Charges | | | ||
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) | | | ||
25.1* | | | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939 | | | ||
25.2* | | | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939 | | |