We are offering (i) 485,912 shares of our common stock, par
value $0.001 per share, or the common stock, and (ii) 237,745 shares of our Series B Convertible Preferred Stock, par value $0.001
per share, or the Series B Preferred Stock, which are convertible into 1,188,725 shares of common stock, to a certain institutional
investor, or the Investor. In a concurrent private placement, we are also selling to the Investor warrants to purchase 669,854
shares of our common stock, or the Warrants. The Warrants are being offered pursuant to an exemption from registration provided
in Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) promulgated thereunder,
and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The shares of common stock
being offered hereby shall be referred to as the Common Shares, and the shares of Series B Preferred Stock being offered hereby
shall be referred to as the Preferred Shares. We are offering the Common Shares, Preferred Shares, and the Warrants to the Investor
at an aggregate purchase price of $6,999,982.65.
The Preferred Shares will have a stated value of $20.90 per
share and a conversion price of $4.18 per share. The Warrants will have an exercise price of $4.13 per share, will be exercisable
twelve months from the date of issuance, and will expire five years from the date of issuance. The Preferred Shares and the Warrants
are not listed on any securities exchange and we do not expect to list the Preferred Shares and Warrants on any national securities
exchange or other trading market.
Our common stock is listed on The Nasdaq Capital Market under
the symbol “CYCC.” On December 21, 2020, the last reported sale price of our common stock on The Nasdaq Capital Market
was $4.28 per share.
As of December 15, 2020, the aggregate market value of our outstanding
common stock held by non-affiliates, or public float, was $21,588,812, which was calculated based on 4,862,345 shares of outstanding
common stock held by non-affiliates and on a price per share of $4.44, the last reported sale price of our common stock on The
Nasdaq Capital Market on December 15, 2020. During the 12 calendar month period that ends on, and includes, the date of this prospectus
supplement, we have sold securities with an aggregate market value of $0 pursuant to General Instruction I.B.6 of Form S-3.
Delivery of the securities offered hereby is expected to be
made against payment therefor on or about December 22, 2020.
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information
contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus supplement, the accompanying prospectus, and the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of those respective
documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should
read this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus in their entirety before making an investment decision. You also should read and consider the information
in the documents to which we have referred you in the section of this prospectus supplement entitled “Information Incorporated
by Reference” and the sections of the accompanying prospectus entitled “Information Incorporated by Reference”
and “Where You Can Find More Information.”
This prospectus supplement and the accompanying
prospectus form a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission”)
utilizing a “shelf” registration process. This document contains two parts. The first part consists of this prospectus
supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides
more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,”
we are referring to both parts combined. This prospectus supplement may add to, update or change information contained in the accompanying
prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the
accompanying prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement
will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein
and therein.
For investors outside the United States,
we have not done anything that would permit this offering or possession or distribution of this prospectus supplement in any jurisdiction
where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to
observe any restrictions relating to this offering and the distribution of this prospectus supplement outside of the United States.
As permitted by the rules and regulations
of the Commission, the registration statement, of which this prospectus supplement and the accompanying prospectus form a part,
includes additional information not contained in this prospectus supplement or the accompanying prospectus. You may read the registration
statement and the other reports we file with the Commission at the Commission’s web site or at the Commission’s offices
described below under the heading “Where You Can Find Additional Information.”
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights certain of the information
contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is only a summary, however, it
does not contain all the information you should consider before investing in our securities and it is qualified in its entirety
by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into
this prospectus supplement. Before you make an investment decision, you should read this entire prospectus supplement and the accompanying
prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus supplement
entitled “Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus
supplement. You should also carefully read the information incorporated by reference into this prospectus supplement, including
our financial statements, and the exhibits to the registration statement of which this prospectus supplement is a part.
Unless the context otherwise requires, references to “we,”
“our,” “us,” “Cyclacel” or the “Company” in this prospectus supplement mean Cyclacel
Pharmaceuticals, Inc.
Company Overview
We are a clinical-stage biopharmaceutical
company using our expertise in cell cycle, transcriptional regulation and DNA damage response (“DDR”) biology in cancer
cells to develop innovative, targeted medicines for cancer and other serious diseases. As a pioneer company in the field of cancer cell cycle biology, we have a vision to improve patient healthcare by translating biological
insights into cancer therapeutics.
Our strategy is to build a diversified
biopharmaceutical business focused in hematology and oncology based on a development pipeline of novel drug candidates. We have
retained rights to commercialize our clinical development candidates and our business objective is to enter into selective partnership
arrangements with these programs. Substantially all efforts of the Company since its founding in 1997 have been devoted to performing
research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting
and training personnel.
Loss of control of the cell cycle, the
process by which cells grow and divide, lies at the heart of cancer. In normal cells, a complex set of interacting proteins tightly
regulates progression through the phases of the cell cycle by which a cell grows, replicates its DNA and divides. This process
also includes mechanisms known as cell cycle checkpoints, to ensure all necessary events of each cell cycle phase are completed
before beginning the next phase. If the events are not completed correctly, the cells may commit suicide by a process of programmed
cell death called apoptosis. Cyclin dependent kinases (“CDKs”) are key regulators among the numerous proteins involved
in cell cycle control processes. CDKs connect with proteins called cyclins to regulate cell cycle checkpoints and control transcription,
DNA repair and metastatic spread. The discovery of CDKs and cyclins and their regulation of cell cycle checkpoint control were
cited in the 2001 Nobel Prize in Physiology or Medicine.
Using our core strength in cancer cell
cycle biology, we are evaluating several families of anticancer drugs that impact the cell cycle. In our transcriptional regulation
program CYC065, our cyclin dependent kinase, or CDK, inhibitor, is being evaluated as a single agent and in combinations in Phase 1
studies in patients with solid tumors and hematological malignancies. In our anti-mitotic program, we are evaluating CYC140, a
polo-like kinase (“PLK1”) inhibitor, in Phase 1 studies in patients with hematological malignancies. In our DDR program
we are evaluating sapacitabine combinations in Phase 1 studies in patients with solid tumors and hematological malignancies. Our
strategy is to build a diversified biopharmaceutical business focused in hematology and oncology based on a pipeline of novel
drug candidates.
In addition to our programs involving cell
cycle control biology, we have generated several families of potential anticancer drugs that act on the cell cycle, including CDK
inhibitors and PLK1 inhibitors. In our development programs, we have used biomarker analysis to help evaluate
whether our drug candidates are having their intended effect through their assumed mechanisms at different doses and schedules.
Biomarkers are proteins or other biological substances, or analytes, whose presence in patient samples can serve as an indicator
or marker of diseases or may highlight patients more likely to respond to a particular treatment. Biomarker data from early clinical
trials may also enable us to design subsequent trials more efficiently and to monitor patient compliance with trial protocols.
For example, we have observed evidence of durable target engagement by CYC065 with prolonged suppression of the myeloid cell leukemia1
(“MCL1”) protein biomarker in peripheral blood cells in patient samples from our Phase 1 clinical study, and we
reported that sapacitabine efficacy is enhanced in tumor cells that are defective in homologous recombination DNA repair and that
sapacitabine treatment increased a DNA damage marker in patient samples. We believe that biomarkers may allow us to select patients
who are more likely to respond to our drugs in clinical trials and to increase the benefit to such patients. Although a number
of pharmaceutical and biotechnology companies are currently attempting to develop CDK inhibitors, nucleoside analogs and PLK inhibitors,
we believe that our drug candidates are differentiated in that they are available intravenously and/or orally and demonstrate
unique target profiles and mechanisms.
We plan to continue to build a diversified
biopharmaceutical business focused in hematology and oncology based on a pipeline of novel drug candidates and utilizing our area
of historical expertise in cancer cell cycle and mitosis biological mechanisms.
Research and Development Pipeline
The following table summarizes our development pipeline:
PROGRAM
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INDICATION
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DEVELOPMENT
STATUS
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RETAINED
COMMERCIAL
RIGHTS
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Transcriptional Regulation
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CYC065 CDK inhibitor (i.v.)
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Solid Tumors incl. MCL1, MYC family, Cyclin E amplification
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Phase 1 part 2 (ongoing)
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Worldwide
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CLL combination with venetoclax, BCL2 inhibitor
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Phase 1 (ongoing)
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Worldwide
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AML/MDS combination with venetoclax, BCL2 inhibitor
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Phase 1 (ongoing)
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Worldwide
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CYC065 CDK inhibitor (oral)
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Solid tumors
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Phase 1 part 3 (ongoing)
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Worldwide
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Mitosis Regulation
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CYC140 PLK inhibitor (i.v.)
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Advanced leukemias
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Phase 1 (ongoing)
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Worldwide
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DNA Damage Response
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Sapacitabine (oral)
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AML/MDS combination with venetoclax, BCL2 inhibitor
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Phase 1/2 (ongoing)
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Worldwide (except Japan)
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Sapacitabine (oral) and olaparib PARP inhibitor
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BRCA mutation positive breast cancer
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Phase 1 (ongoing investigator-sponsored study)
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Worldwide (except Japan)
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Sapacitabine (oral) in AML Phase 3 SEAMLESS study
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AML ≥70 years unfit for or refused intensive chemotherapy
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Phase 3 failed (subgroup effectiveness analysis ongoing)
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Worldwide (except Japan)
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Risks Associated with our Business
Our business and ability to execute our business strategy are
subject to a number of risks of which you should be aware before you decide to buy our common stock. In particular, you should
consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this prospectus,
as well as the other risks described in “Risk Factors.”
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We are substantially dependent on the success of our lead product candidates, the clinical and commercial successes of which
will depend on a number of factors, including proof of effectiveness, many of which are beyond our control.
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We expect to continue to incur substantial operating losses and may be unable to obtain additional financing, causing our independent
registered public accounting firm to express substantial doubt about our ability to continue as a going concern.
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We will need additional funding, and we cannot guarantee that we will find adequate sources of capital in the future.
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At this time, the Company is unable to estimate the impact of the COVID-19 pandemic on its financial
condition or operations, but it could materially affect the ability of the Company to raise future capital or to conduct clinical
studies on a timely basis.
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Funding constraints may negatively impact our research and development, forcing us to delay our efforts to develop certain
product candidates in favor of developing others, which may prevent us from commercializing our product candidates as quickly as
possible.
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We depend on key personnel, the loss of which could impact the ability to manage our business.
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We may be subject to future litigation, which could result in substantial liabilities that may exceed our insurance coverage.
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Confidentiality agreements with employees, treating physicians and others may not adequately prevent disclosure of trade secrets
and other proprietary information.
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We may be subject to regulatory, enforcement and investigative proceedings, which could adversely affect our financial condition
or operations.
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We may not fully comply with complex and increasing regulation by state and federal authorities, which could negatively impact
our business operations.
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Our share price is volatile and may be influenced by numerous factors, some of which are beyond our control.
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If we are unable to obtain, maintain or protect intellectual property rights related to our product candidates, or if the scope
of such intellectual property protection is not sufficiently broad, we may not be able to compete effectively in our markets.
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Our product candidates may cause or have attributed to them undesirable side effects or have the properties that delay or prevent
their regulatory approval or limit their commercial potential.
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If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our
common stock and our ability to access the capital markets could be negatively impacted.
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Company Information
We were incorporated in Delaware in August 1997.
Our corporate headquarters is located at 200 Connell Drive, Suite 1500, Berkeley Heights, New Jersey 07922, and our telephone
number is 908-517-7330. This is also where our medical and regulatory functions are located. Our research facility is located in
Dundee, Scotland, which is also the center of our translational work and development programs.
We are a “smaller reporting company”
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take
advantage of certain of the scaled disclosure available for smaller reporting companies. As a result, the information that we provide
may be different than you might receive from other public reporting companies in which you hold equity interests.
Our corporate website address is www.cyclacel.com.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant
to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission. The Securities and Exchange Commission maintains an internet site that contains our public filings with the Securities
and Exchange Commission and other information regarding our company, at www.sec.gov. These reports and other information concerning
our company may also be accessed at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, NE, Washington,
DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330. The contents of these websites are not incorporated into this prospectus. Further, our references
to the URLs for these websites are intended to be inactive textual reference only.
Information contained in, or that can be
accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on
our website to be part of this prospectus. Our design logo, “Cyclacel,” and our other registered and common law trade
names, trademarks, and service marks are the property of Cyclacel Pharmaceuticals, Inc.
The trademarks, trade names, and service
marks appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies’
trademarks, trade names, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies
or products.
THE OFFERING
Securities being offered:
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We are offering 485,912 Common Shares and 237,745 Preferred Shares to the Investor.
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Description of Series B Preferred Stock:
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The Preferred Shares shall be convertible at
any time determined by dividing the $20.90 stated value per share by a conversion price of $4.18 per share, subject to
adjustment in accordance with the Certificate of Designation. Notwithstanding the foregoing, we shall not effect
any conversion of the Preferred Shares, with certain exceptions, to the extent that, after giving effect to an attempted
conversion, the holder of shares of Preferred Shares (together with such holder’s affiliates, and any persons acting as
a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of our
common stock in excess of 9.99% of the shares of our common stock then outstanding after giving effect to such conversion.
For additional information, see “Description of Securities We Are Offering” on page S-11 of this
prospectus supplement.
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Common stock to be outstanding after this offering:
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5,349,896 shares.
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Series B Preferred Stock to be outstanding after this offering:
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237,745 shares.
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Use of proceeds:
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The Company intends to use substantially all of the proceeds
from this offering primarily to rapidly advance the clinical development of CYC140. See “Use of Proceeds” on page S-9.
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Risk factors:
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See the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to invest in our securities.
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Concurrent Private Placement:
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In a concurrent private placement, we are selling to the Investor, Warrants to purchase 669,854 shares of our common stock. We will receive gross proceeds from the Private Placement Transaction, as defined below, solely to the extent such Warrants are exercised for cash. The Warrants will be exercisable beginning on December 22, 2021 at an exercise price of $4.13 per share, and will expire five (5) years from the date of issuance. The Warrants and the shares of common stock issuable upon the exercise of the Warrants are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
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Dividend policy:
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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 or on our Series B Preferred Stock.
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Nasdaq Capital Market symbol:
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“CYCC”
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Unless we indicate otherwise, all information
in this prospectus supplement is based on 4,863,984 shares of common stock outstanding as of September 30, 2020, and excludes as
of that date:
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154,594 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2020 at a weighted average
exercise price of $34.41 per share;
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17,088 shares of common stock issuable upon vesting of restricted stock units outstanding as of September 30, 2020 at
a weighted average exercise price of $11.43 per share;
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656,124 shares of common stock reserved for future issuance under our equity incentive plan as of September 30, 2020 (of
which options to purchase 425,231 shares of common stock were issued between September 30, 2020 and December 18, 2020);
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4,370,525 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2020 at a weighted-average
exercise price of $8.00 per share;
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6,600 shares of common stock issuable upon the conversion of 264 shares of our Series A Convertible Preferred Stock, par value
$0.001 per share, outstanding as of September 30, 2020;
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·
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85 shares of common stock issuable upon the conversion of 335,273 shares of our 6% Convertible Exchangeable Preferred Stock,
par value $0.001 per share, outstanding as of September 30, 2020;
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·
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669,854 shares of common stock issuable upon the exercise of the Warrants; and
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·
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1,188,725 shares of common stock issuable upon the conversion of the Preferred Shares.
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RISK FACTORS
An investment in our common stock involves a high degree
of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below and discussed
under the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q, which are each incorporated by reference in this prospectus supplement and the accompanying prospectus in
their entirety, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, together with
other information in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by
reference that we have authorized for use in connection with this offering. If any of these risks actually occur, our business,
financial condition, results of operations or cash flows could be seriously harmed. This could cause the trading price of our common
stock to decline, resulting in a loss of all or part of your investment.
Risks Related to this Offering
You will experience immediate dilution in the net tangible
book value per share of the common stock you purchase.
The public offering price is substantially
lower than our net tangible book value per share of common stock. After giving effect to the sale of 485,912 shares of common stock
in this offering at the public offering price of $4.18 per share (assuming the conversion of all of the Preferred Shares into common
stock), and based on our net tangible book value as of September 30, 2020, if you purchase securities in this offering, you will
benefit from substantial and immediate accretion of $0.61 per share in the net tangible book value of the common stock. This accretion
figure deducts the estimated offering expenses payable from the public offering price. See “Dilution.”
You may experience future
dilution as a result of future equity offerings and other issuances of our securities. In addition, this offering and future equity
offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
In order to raise additional capital, we
may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common
stock at prices that may not be the same as the price in this offering. We may not be able to sell shares or other securities in
any other offering at a price per share that is equal to or greater than the price paid by the Investor in this offering, and investors
purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at
which we sell additional shares of our common stock or securities convertible into common stock in future transactions may be higher
or lower than the price paid in this offering. In addition, we are issuing Warrants to purchase 669,854 shares of our common stock
in a concurrent private placement. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the
issuance of shares of common stock under our stock incentive programs. In addition, the sale of securities in this offering and
any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales
may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those
shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common
stock.
An active trading market for our common stock may not
be sustained.
Although
our common stock is listed on the Nasdaq Capital Market, the market for our common stock has demonstrated varying levels of trading
activity. Furthermore, the current level of trading may not be sustained in the future. The lack of an active market for our common
stock may impair our stockholders’ ability to sell their shares at the time they wish to sell them or at a price that they
consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital to continue to
fund operations by selling shares.
Holders of our warrants will have no rights as a common
stockholder until they acquire our common stock.
Until you acquire shares of our common
stock upon exercise of your Warrants, you will have no rights with respect to shares of our common stock issuable upon exercise
of your Warrants. Upon exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to
matters for which the record date occurs after the exercise date.
Fluctuations in our operating losses could adversely affect
the price of our common stock.
Our operating losses may fluctuate significantly
on a quarterly basis. Some of the factors that may cause our operating losses to fluctuate on a period-to-period basis include
the status of our preclinical and clinical development programs, level of expenses incurred in connection with our preclinical
and clinical development programs, implementation or termination of collaboration, licensing, manufacturing or other material agreements
with third parties, non-recurring revenue or expenses under any such agreement, and compliance with regulatory requirements. Period-to-period
comparisons of our historical and future financial results may not be meaningful, and investors should not rely on them as an indication
of future performance. Our fluctuating losses may fail to meet the expectations of securities analysts or investors. Our failure
to meet these expectations may cause the price of our common stock to decline.
USE OF PROCEEDS
The Company expects to receive net proceeds of approximately $6.9 million from this offering, after deducting estimated offering expenses.
The Company intends to use substantially
all of the proceeds from this offering primarily to rapidly advance the clinical development of CYC140.
DIVIDEND POLICY
We have never declared or paid cash dividends
on our common stock. We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate
paying cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of
directors after taking into account various factors, including our financial condition, operating results, current and anticipated
cash needs and plans for expansion.
DILUTION
If you purchase Common Shares or Preferred
Shares in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price
per security you will pay in this offering and the as adjusted net tangible book value per share of our common stock after giving
effect to this offering. Net tangible book value per share is determined by dividing the number of outstanding shares of our common
stock into our net tangible book value, which consists of total tangible assets (total assets less intangible assets) less total
liabilities. As of September 30, 2020, we had a historical net tangible book value of $24.4 million, or approximately $5.02 per
share.
Purchasers participating in this offering
will incur immediate, substantial dilution. After giving effect to the sale of Common Shares and Preferred Shares in this offering
at the public offering price of $4.18 per share (assuming the conversion of all of the Preferred Shares into common stock), and
after deducting estimated offering expenses payable by us, our as adjusted net tangible book value per share of our common stock
at September 30, 2020 would have been approximately $31.3 million, or $4.79 per share. This represents an immediate decrease in
net tangible book value per share of our common stock of approximately $0.23 per share to existing stockholders and an immediate
accretion of approximately $0.61 per share to purchasers in this offering (assuming the conversion of all of the Preferred Shares
into common stock). The following table illustrates this per share dilution:
Public offering price per share
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$
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4.18
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Historical net tangible book value per share as of September 30, 2020
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$
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5.02
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Decrease per share attributable to this offering
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$
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0.23
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As adjusted net tangible book value per share as of September 30, 2020
|
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$
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4.79
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Accretion in net tangible book value per share to new investors in this offering (assuming the conversion of all of the Preferred Shares into common stock)
|
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$
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0.61
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The above discussion and table is based on 4,863,984 shares
of common stock outstanding as of September 30, 2020 and excludes as of that date:
|
·
|
154,594 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2020 at a weighted average
exercise price of $34.41 per share;
|
|
·
|
17,088 shares of common stock issuable upon vesting of restricted stock units outstanding as of September 30, 2020 at
a weighted average exercise price of $11.43 per share;
|
|
·
|
656,124 shares of common stock reserved for future issuance under our equity incentive plan as of September 30, 2020 (of
which options to purchase 425,231 shares of common stock were issued between September 30, 2020 and December 18, 2020);
|
|
·
|
4,370,525 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2020 at a
weighted-average exercise price of $8.00 per share;
|
|
·
|
6,600 shares of common stock issuable upon the conversion of 264 shares of our Series A Convertible Preferred Stock, par value
$0.001 per share, outstanding as of September 30, 2020;
|
|
·
|
85 shares of common stock issuable upon the conversion of 335,273 shares of our 6% Convertible Exchangeable Preferred Stock,
par value $0.001 per share, outstanding as of September 30, 2020;
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669,854 shares of common stock issuable upon the exercise of the Warrants; and
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1,188,725 shares of common stock issuable upon the conversion of the Preferred Shares.
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PRIVATE PLACEMENT TRANSACTION
In a concurrent private placement (the
“Private Placement Transaction”), we are selling to the Investor the Warrants, which shall be exercisable into 669,854
shares of our common stock.
The Warrants and the shares of our common
stock issuable upon the exercise of the Warrants are not being registered under the Securities Act, are not being offered pursuant
to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section
4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. Accordingly, purchasers may only sell shares of common
stock issued upon exercise of the Warrants pursuant to an effective registration statement under the Securities Act covering the
resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities
Act.
Warrants
Exercisability. The Warrants are
exercisable twelve months after the date of issuance, and at any time thereafter up to the five year anniversary of the date of
issuance, at which time any unexercised Warrants will expire and cease to be exercisable.
Exercise Price. The Warrants will
have an exercise price of $4.13 per share. The exercise price is subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and
also upon any distributions of assets, including cash, stock or other property to our stockholders.
Exercise Limitation. A 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 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.
Cashless Exercise. The Warrant may
be exercised on a cash basis or the holder may elect instead to receive upon such exercise (either in whole or in part) the net
number of common shares determined according to a formula set forth in the Warrants.
Transferability. Subject to applicable
laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing. There is no established
trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing
of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of
the Warrants will be limited.
Fundamental Transactions. If a fundamental
transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power
that we may exercise and will assume all of our obligations under the Warrants with the same effect as if such successor entity
had been named in the Warrants itself.
Rights as a Stockholder. Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of
a Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder
exercises the Warrant.
DESCRIPTION OF SECURITIES WE ARE OFFERING
Common Stock
The holders of our common stock are entitled
to one vote per share. Our certificate of incorporation does not provide for cumulative voting. The holders of our common stock
are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds;
however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. Upon liquidation,
dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets that are legally available
for distribution. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders
of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.
Series B Convertible Preferred Stock
General. Our board of directors
has designated up to 237,745 shares of the 5,000,000 authorized shares of preferred stock as Series B Preferred Stock. When issued,
the shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable. Each share of Series B Preferred
Stock will have a stated value of $20.90 per share.
Conversion. Each share of Series
B Preferred Stock will be convertible into shares of our common stock at any time at the option of the holder at a conversion price
of $4.18 (subject to adjustment as provided in the certificate of designation). Holders of Series B Preferred Stock will be prohibited
from converting Series B Preferred Stock into shares of our common stock if, as a result of such conversion, the holder, together
with its affiliates, would beneficially own more than 9.99% of the total number of shares of our common stock then issued and outstanding.
Liquidation Preference. In the event
of our liquidation, dissolution or winding-up, holders of Series B Preferred Stock will be entitled to receive the same amount
that a holder of our common stock would receive if the Series B Preferred Stock were fully converted into shares of our common
stock at the conversion price (disregarding for such purposes any conversion limitations) which amounts shall be paid pari passu
with all holders of common stock.
Voting Rights. Shares of Series
B Preferred Stock will not have any voting rights. However, as long as any shares of Series B Preferred Stock are outstanding,
we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred
Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend
the certificate of designation, (b) amend our certificate of incorporation or other charter documents in any manner that adversely
affects any rights of the holders, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into
any agreement with respect to any of the foregoing.
Dividends. Shares of Series B Preferred
Stock will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders
of the Series B Preferred Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders
of common stock.
Exchange Listing. We do not plan
on making an application to list the Series B Preferred Stock on any national securities exchange or other nationally recognized
trading system.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement
and the accompanying prospectus, we are offering 485,912 Common Shares at a public offering price of $4.18 per share, and 237,745
Preferred Shares at a public offering price of $20.90 per Share (each of which shall initially be convertible into five shares
of common stock). The securities are being offered directly to the Investor without a placement agent, underwriter, broker or dealer.
The transfer agent and registrar for our
common stock is American Stock Transfer & Trust Company. Our common stock is listed on The Nasdaq Capital Market under the
symbol “CYCC.”
LEGAL MATTERS
The validity of the securities offered
hereby will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York. Goodwin Procter LLP,
Redwood City, California, is acting as counsel for the Buyers in connection with this offering.
EXPERTS
The consolidated financial statements as
of December 31, 2019 and 2018 and for the years then ended incorporated by reference in this prospectus supplement and in the registration
statement have been so incorporated in reliance on the report of RSM US LLP, an independent registered public accounting firm (the
report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue
as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement constitutes
a part of the registration statement on Form S-3 that we have filed with the SEC under the Securities Act. As permitted by the
SEC’s rules, this prospectus supplement and any accompanying prospectus, which forms a part of the registration statement,
do not contain all of the information that is included in the registration statement. You will find additional information about
us in the registration statement. Any statement made in this prospectus supplement or any accompanying prospectus concerning legal
documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement
or otherwise filed with the SEC for a more complete understanding of the document or matter.
We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s
website at http://www.sec.gov. We also maintain a website at www.ccyclacel.com, at which you may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
contained in, or that can be accessed through, our website is not part of this prospectus.
You may read and copy any document we file
with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies
of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
You may also request a copy of these filings, at no cost, by writing us at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ
07922.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This prospectus supplement is part of the
registration statement but the registration statement includes and incorporates by reference additional information and exhibits.
The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which
means that we can disclose important information to you by referring you to those documents rather than by including them in this
prospectus supplement. Information that is incorporated by reference is considered to be part of this prospectus supplement and
you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by
reference, in this prospectus supplement, and will be considered to be a part of this prospectus supplement from the date those
documents are filed.
We incorporate by reference the documents
listed below, all filings filed by us pursuant to the Exchange Act after the date of the registration statement of which this prospectus
supplement and the accompanying prospectus forms a part, and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus supplement have been sold; provided,
however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form
8-K:
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our Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 5, 2020;
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our Quarterly Reports on Form 10-Q for the quarter ended (i) March 31, 2020 filed on May 12, 2020,
(ii) June 30, 2020 filed on August 13, 2020, and September 30, 2020 filed on November 12, 2020;
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Our Current Reports on Form 8-K filed January 7, 2020, January 10, 2020, March 18, 2020, March 27, 2020, March 27, 2020, April 14, 2020, April 1=20, 2020, April 24, 2020, May 4, 2020, May 7, 2020, June 29, 2020, August 26, 2020, September 2, 2020, September 9, 2020, September 15, 2020, October 29, 2020, and November 12, 2020; and
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the description of our common stock contained in our Registration Statement on Form 8-A filed with the Commission on March 8, 2004.
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Any statements made in a document incorporated
by reference in this prospectus supplement are deemed to be modified or superseded for purposes of this prospectus supplement to
the extent that a statement in this prospectus supplement or in any other subsequently filed document, which is also incorporated
by reference, modifies or supersedes the statement. Any statement made in this prospectus supplement is deemed to be modified or
superseded to the extent a statement in any subsequently filed document, which is incorporated by reference in this prospectus
supplement, modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
The information relating to us contained
in this prospectus supplement should be read together with the information in the documents incorporated by reference. In addition,
certain information, including financial information, contained in this prospectus supplement, the accompanying prospectus or incorporated
by reference in this prospectus supplement and the accompanying prospectus should be read in conjunction with documents we have
filed with the SEC.
We will provide to each person, including
any beneficial holder, to whom a prospectus supplement is delivered, at no cost, upon written or oral request, a copy of any or
all of the information that has been incorporated by reference in the prospectus supplement but not delivered with the prospectus
supplement. Requests for documents should be by writing to or telephoning us at the following address: Cyclacel Pharmaceuticals,
Inc., 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922; telephone: (908) 517-7330. Exhibits to these filings will not
be sent unless those exhibits have been specifically incorporated by reference in such filings.
PROSPECTUS
$100,000,000
CYCLACEL PHARMACEUTICALS, INC.
Common Stock
Preferred Stock
Warrants
Debt Securities
Rights
Units
We may, from time to time at prices and on terms
to be determined at or prior to the time of one or more offerings, issue up to $100,000,000 of any combination of the securities
described in this prospectus, either individually or in units. We may also offer common stock or preferred stock upon conversion
of the debt securities, common stock upon conversion of the preferred stock, or common stock, preferred stock or debt securities
upon the exercise of warrants, or rights.
This prospectus describes the general terms
of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms
of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner
in which these securities will be offered and may also supplement, update or amend information contained in this document. You
should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus
or any prospectus supplement, carefully before you invest.
Our common stock is listed on The NASDAQ Capital
Market under the symbol “CYCC,” and our preferred stock is listed on The NASDAQ Capital Market under the symbol “CYCCP.”
On May 28, 2019, the last reported sale price of our common stock was $0.68 per share, and the last reported sale price of our
preferred stock was $5.48 per share.
The aggregate market value of our outstanding
shares of common stock held by non-affiliates was $10,777,893 based on 17,199,974 shares of common stock outstanding, as of the
date of this prospectus, of which 15,849,842 shares were held by non-affiliates, and a per share price of $0.68 based on
the closing sale price of our common stock on the NASDAQ Capital Market on May 28, 2019. Pursuant to General Instruction I.B.6
of Form S-3, in no event will we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate
market value of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our
common stock held by non-affiliates is less than $75,000,000. In the event that subsequent to the date of this prospectus, the
aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75,000,000, then the one-third
limitation on sales shall not apply to additional sales made pursuant to this prospectus. During the prior twelve calendar months
prior to, and including, the date of this prospectus, we sold $4,997,257 of securities pursuant to General Instruction I.B.6 of
Form S-3.
The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on The NASDAQ Capital Market or any securities market or other
securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged
to obtain current information as to the market prices of our securities, where applicable.
Investing in our securities involves a high
degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described
on page 7 of this prospectus under the caption “Risk Factors.” We may include specific risk factors in supplements
to this prospectus under the caption “Risk Factors.” This prospectus may not be used by us to offer or sell our securities
unless accompanied by a prospectus supplement.
Our securities may be sold directly by us to
investors, through agents designated from time to time or to or through agents, underwriters or dealers. For additional information
on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the
applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which
this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts
and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net
proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June , 2019.
TABLE OF CONTENTS
You should read this prospectus and the documents
incorporated by reference carefully before you invest. Such documents contain important information you should consider when making
your investment decision. See “Incorporation of Documents by Reference” on page 34. You should rely only on the information
provided in this prospectus or documents incorporated by reference in this prospectus. We have not authorized anyone to provide
you with different information. The information contained in this prospectus is accurate only as of the date of this prospectus
and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results
of operations and prospects may have changed since that date.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process.
Under this shelf registration process, we may offer shares of our common stock, preferred stock, warrants to purchase common stock,
and/or debt securities, either individually or in units, in one or more offerings, with a total value of up to $100,000,000. This
prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
This prospectus does not contain all of the
information included in the registration statement. For a more complete understanding of the offering of the securities, you should
refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information
contained or incorporated by reference in this prospectus. However, no prospectus supplement will fundamentally change the terms
that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of
its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference
into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference
and the additional information under the heading “Where You Can Find More Information” before making an investment
decision.
You should rely only on the information we have
provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other
person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus.
You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
You should assume that the information in this
prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we
have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of
the time of delivery of this prospectus or any sale of a security. To the extent there is a conflict between the information contained
in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that
if any statement in one of these documents is inconsistent with a statement in another document having a later date — for
example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document
having the later date modifies or supersedes the earlier statement.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the
accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose
of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus may not be used to consummate
sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any
prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will
control.
Unless the context otherwise requires, “Cyclacel,”
“the Company,” “we,” “us,” “our” and similar terms refer to Cyclacel Pharmaceuticals
Inc.
PROSPECTUS SUMMARY
The following is a summary of what we believe
to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read
this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements
and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement.
Investing in our securities involves risks. Therefore, carefully consider the risk factors on page 7 of this prospectus and in
any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this
prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our
securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as
adversely affect the value of an investment in our securities.
Our Business
Overview
Cyclacel is a clinical-stage biopharmaceutical
company using its expertise in cell cycle, transcriptional regulation and DNA damage response biology in cancer cells to develop
innovative, targeted medicines for cancer and other proliferative diseases. Cyclacel is a pioneer company in the field of cell
cycle biology with a vision to improve patient healthcare by translating cancer biology into medicines.
Our Strategy
Our strategy is to build a diversified biopharmaceutical
business focused in hematology and oncology based on a development pipeline of novel drug candidates. We have retained rights to
commercialize our clinical development candidates and our business objective is to enter into selective partnership arrangements
with these programs. Substantially all efforts of the Company to date have been devoted to performing research and development,
conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel.
Our Development Efforts
Loss of control of the cell cycle, the process
by which cells grow and divide, lies at the heart of cancer. In normal cells, a complex set of interacting proteins tightly regulates
progression through the phases of the cell cycle by which a cell grows, replicates its DNA and divides. This process also includes
mechanisms known as cell cycle checkpoints, to ensure all necessary events of each cell cycle phase are completed before beginning
the next phase. If the events are not completed correctly, the cells may commit suicide by a process of organized and controlled
cell death called apoptosis. Cyclin dependent kinases, or CDKs, are key regulators among the numerous proteins involved in cell
cycle control processes. CDKs connect with proteins called cyclins to regulate cell cycle checkpoints and control transcription,
DNA repair and metastatic spread. The discovery of CDKs and cyclins and their regulation of cell cycle checkpoint control were
cited in the 2001 Nobel Prize in Physiology or Medicine.
We have evaluated several families of anticancer
drugs that impact the cell cycle, including CYC065, sapacitabine, CYC140 and seliciclib. We believe that these drug candidates
are differentiated from others in that they interact with unique target profiles and mechanisms and have the potential to treat
multiple cancer indications.
Our development efforts focus on the following areas:
Transcriptional Regulation:
Cyclin Dependent Kinase (CDK) Inhibitors
CDKs are a family of enzymes first discovered
as regulators of the cell cycle, but now understood to also provide pivotal functions in the regulation of transcription, DNA repair
and metastatic spread. The precise selectivity of an individual CDK inhibitor molecule for certain specific CDKs is key to targeting
particular tumor types and minimizing undesirable side effects through non-specific antiproliferative activity.
In general, cell cycle regulation is less well
controlled in cancer cells than in normal cells, which explains in part why cancer cells divide uncontrollably. Different CDKs
are responsible for control of different aspects of proliferation, and when dysregulated, can be drivers of particular cancer sub-sets.
Modulating CDK activity with targeted therapies is an attractive strategy to reinforce cell cycle control and decrease the rate
of abnormal proliferation of cancer cells. The Food and Drug Administration, or FDA, approved CDK inhibitors, palbociclib, ribociclib
and abemaciclib, are all being used with hormone therapy in the treatment of hormone receptor-positive, HER2-negative breast cancer.
This has led to great interest in the development of this class of drugs as oncology therapeutics.
Cyclacel’s founding scientist, Professor
Sir David Lane, is an internationally recognized authority in cell cycle biology, who discovered p53, a key tumor suppressor that
malfunctions in about two-thirds of human cancers. Under his guidance, Cyclacel’s drug discovery and development programs
concentrated on the CDK2/9 isoforms, which operate as key components of the p53 pathway. These efforts resulted in bringing two
molecules into clinical trials: seliciclib, a first-generation CDK inhibitor, and CYC065, a second-generation CDK inhibitor, which
has benefited from the Company’s clinical experience with seliciclib.
CYC065 is being evaluated in
a first-in-human, Phase 1 trial in patients with advanced solid tumors and a recommended Phase 2 dose established. The study demonstrated
that CYC065 durably suppresses Mcl-1, a member of the Bcl-2 family of survival proteins. A Phase 1, dose escalation clinical
trial evaluating CYC065 in combination with venetoclax (ABT-199, AbbVie), a Bcl-2 inhibitor, in patients with relapsed/refractory
chronic lymphocytic leukemia (CLL) is open for enrollment. CYC065 will also be evaluated in combination with venetoclax in a Phase
1, dose escalation clinical trial in patients with relapsed/refractory acute myeloid leukemia, (AML) or myelodysplastic syndromes
(MDS). Preclinical data suggests that CYC065 may benefit adults and children with hematological malignancies,
including AML, acute lymphocytic leukemias (ALL), and in particular leukemias with rearrangement of the Mixed Lineage Leukemia
gene (MLL-r), CLL, B-cell lymphomas, multiple myelomas, and patients with certain solid tumors, including breast and uterine cancers,
and neuroblastomas.
Seliciclib, our first-generation CDK inhibitor,
is being evaluated in an all-oral Phase 1/2 combination study with our sapacitabine in patients with BRCA mutations, and has been
evaluated to date in over 500 patients.
DNA Damage Response, or DDR
Many cancers have defects in the way in which
cells monitor and repair damaged DNA, collectively termed DNA damage response, or DDR. These deficiencies in DDR pathways render
cells more susceptible to DNA damage. Many traditional cancer treatments, such as DNA-damaging chemotherapy and radiotherapy, are
based on this finding. However, such treatments are often accompanied by significant and unwanted side effects. Developing treatments
which target specific DDR deficiencies to preferentially kill cancer cells, while minimizing the impact on normal cells, has potential
for more effective, better tolerated therapies to improve survival in multiple cancers.
We have focused on developing treatments targeting
DNA damage pathways for several years. For example, our drug candidate sapacitabine is an oral nucleoside analogue prodrug whose
metabolite, CNDAC, generates single-strand DNA breaks, or SSB, either leading to an arrest of the cell cycle at G2 phase or development
of double-strand DNA breaks, or DSB. Repair of CNDAC-induced DSB is dependent on the homologous recombination, or HR repair pathway.
BRCA mutations in cancer cells are a cause of HR deficiency, making such cancer cells more susceptible to cell death induced by
sapacitabine.
We are evaluating
sapacitabine in a Phase 1/2 study in an oral, sequential regimen of sapacitabine and seliciclib
in patients with BRCA mutant metastatic breast cancer. Data from the study were presented at the 2019 American Association for
Cancer Research Annual Meeting and demonstrated that the regimen was safe and led to a clinical benefit rate of 30%. All eight
PARP inhibitor naïve patients, half of the patients previously treated with platinum agents and one on previous PARP inhibitor
responded. Progression on previous platinum or PARP inhibitors was associated with lack of benefit. Both sapacitabine and PARP
inhibitors are more effective in cancer cells with BRCA mutations or other homologous recombination repair deficiencies.
Based on the findings of the
study a Phase 1b/2 investigator-sponsored clinical trial is underway to evaluate the safety and effectiveness of sapacitabine in
combination with olaparib (Astra Zeneca) in patients with BRCA mutant breast cancer. The trial is being conducted at the Dana-Farber
Cancer Institute with collaborators Cyclacel and AstraZeneca providing sapacitabine investigational drug and the approved PARP-inhibitor
olaparib, respectively.
Sapacitabine
will also be evaluated in combination with venetoclax in a Phase 1 dose-escalation study in patients with relapsed or refractory
AML or MDS.
Sapacitabine in AML
We are also evaluating sapacitabine in SEAMLESS,
a Phase 3 study in acute myeloid leukemia, or AML, in the elderly, in an alternating schedule with decitabine. On February 23,
2017 we announced that the trial did not meet its primary endpoint of demonstrating statistically significant improvement in overall
survival for the experimental arm versus an active control arm of decitabine alone. However an improvement in complete remission
rate was observed. In the stratified subgroup of patients with low baseline peripheral white blood cell count, comprising approximately
two-thirds of the study’s population, a trend towards improvement in overall survival was observed for the experimental arm.
Data were reported at an oral presentation at the 59th American Society of Hematology Annual
Meeting in December 2017. We have met with three European regulatory authorities to discuss a potential approval pathway for sapacitabine
and received consistent guidance from them. The discussions followed submission of statistical and exploratory analyses demonstrating
sapacitabine’s potential clinical benefit in a subgroup of patients for whom the sapacitabine regimen may represent an improvement
over low intensity treatment by decitabine alone.
Polo-Like-Kinase inhibitor: CYC140
In our polo-like kinase, or PLK, inhibitor program,
we have discovered a novel, small molecule, selective polo-like-kinase 1 (PLK1) inhibitor which is
open for enrollment in a first-in-human study in patients with advanced leukemias and MDS. CYC140 is differentiated from previous
clinical PLK1 inhibitors, demonstrating potent and selective target inhibition and high activity in xenograft models of human cancers
when dosed orally at non-toxic doses and is the subject of a translational biology program focused on acute leukemias and esophageal
cancer.
Preclinical data presented at the 2017 American
Academy of Cancer Research (AACR) Annual Meeting demonstrated that CYC140 is a potent and selective inhibitor of PLK1, an oncogenic
regulator of cell division. These preclinical data suggest that CYC140 can be targeted against acute leukemia and esophageal cancer
. In addition, the data demonstrate the potential for CYC140 to be used in synergistic combinations with other targeted agents,
including EGFR inhibitors and PI3K pathway inhibitors, to enhance cancer cell death or growth suppression.
We currently retain virtually all marketing
rights worldwide to the compounds associated with our drug programs. To optimize our commercial return, we intend to enter into
selected partnering arrangements.
MD Anderson Cancer Center
In October 2018 we entered into a three-year
strategic alliance agreement with The University of Texas MD Anderson Cancer Center that will enable clinical evaluation for safety
and efficacy of three of our medicines in patients with hematological malignancies, including CLL, AML, MDS and other advanced
leukemias.
MD Anderson will conduct four clinical studies
with a total projected enrollment of up to 170 patients, which will investigate CYC065, CYC140 and sapacitabine either as single
agents or in combination with approved drugs. The collaboration leverages MD Anderson’s expertise in clinical development
of drugs for hematological malignancies and our novel drug portfolio that is based on our knowledge of cell cycle biology and mechanisms
of cancer cell resistance to medicines.
Under the agreement, MD Anderson will assume
the patient costs for all studies and we, as the sponsor, will provide investigational drugs and other limited support. Upon first
commercial sale in specific indications studied in the alliance, we will make certain payments to MD Anderson.
Investigator-Sponsored Trials
Preclinical results from several independent
investigators suggest that cell cycle inhibitors, such as seliciclib and related molecules, arrest the progress of the cell cycle
and may have therapeutic benefit in the treatment of patients with autoimmune and inflammatory diseases as well as in diseases
characterized by uncontrolled cell proliferation. Published data indicate potential benefit in glomerulonephritis, graft-versus-host
disease, idiopathic pulmonary fibrosis, lupus nephritis, polycystic kidney disease and rheumatoid arthritis. Based on these data
investigators have approached us to be provided with seliciclib so that they can evaluate it in various indications in clinical
trials.
In this regard, there are ongoing investigator
sponsored trials, or ISTs, evaluating seliciclib in endocrinologic and inflammatory indications in patients who have failed prior
treatments. In an IST at Cedars-Sinai, Los Angeles, patients are being treated in an ongoing Phase 2 trial to evaluate seliciclib
as a potential therapy for Cushing’s disease caused by pituitary tumors. There are limited options for Cushing’s disease
patients today. The investigator was awarded a grant from The National Institute of Diabetes and Digestive and Kidney Diseases.
In a European IST, seliciclib is being evaluated as a potential treatment for rheumatoid arthritis, or RA, where it may work for
RA by targeting proliferating fibroblasts, a different type of approach than conventional RA therapies. This study is being supported
by an approximately $1.5 million grant from the United Kingdom’s Medical Research Council.
Collaboration and Licensing Agreement
On June 29, 2015, Cyclacel entered into a collaboration,
licensing and supply agreement with ManRos Therapeutics SA, or ManRos, for the exclusive development and commercialization by ManRos
of our oral seliciclib capsules as a treatment for cystic fibrosis, or CF. Among other terms of the agreement, ManRos licensed
rights to our proprietary clinical data to enable clinical development of seliciclib for CF indications. We have received upfront
payments and may receive milestone payments and tiered royalties, if seliciclib is commercialized for the treatment of CF.
As with all ISTs and the collaboration and licensing
agreement, we do not control the timing or conduct of such studies and will report updates as the investigators may notify us from
time to time.
Equity Transactions
As reported in our Annual Report on Form 10-K
for the year ended December 31, 2018, the Company has reached the maximum aggregate offering price under the Common Stock Sales
Agreement, or Sales Agreement, with H.C. Wainwright & Co., LLC, and there will be no further sales of shares of our common
stock under the Sales Agreement.
Corporate Information
Our corporate headquarters are located at 200
Connell Drive, Suite 1500, Berkeley Heights, New Jersey, 07922, and our telephone number is (908) 517-7330. This is also where
our medical and regulatory functions are located. Our research facility is located in Dundee, Scotland, which is also the center
of our translational work and development programs.
Offerings Under This Prospectus
Under this prospectus, we may offer shares of
our common stock and preferred stock, various series of debt securities and/or warrants, or rights to purchase any of such securities,
either individually or in units, with a total value of up to $100,000,000, from time to time at prices and on terms to be determined
by market conditions at the time of the offering. This prospectus provides you with a general description of the securities we
may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that
will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity, if applicable;
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rates and times of payment of interest or dividends, if any;
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redemption, conversion or sinking fund terms, if any;
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voting or other rights, if any; and
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conversion or exercise prices, if any.
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The prospectus supplement also may add, update
or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However,
no prospectus supplement will offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all
or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable
prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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This prospectus may not be used to consummate
a sale of any securities unless it is accompanied by a prospectus supplement.
RISK FACTORS
Investing in our securities involves risk.
The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an
investment in Cyclacel. Prior to making a decision about investing in our securities, you should carefully consider the specific
factors set forth below as well as the specific factors discussed under the heading “Risk Factors” in the applicable
prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement
or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions
discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K, as revised or supplemented
by our subsequent quarterly reports on Form 10-Q or our current reports on Form 8-K, which are on file with the SEC and are incorporated
herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC
in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also affect our operations.
RATIO OF EARNINGS TO FIXED CHARGES
Any time debt securities are offered pursuant
to this prospectus, we will provide a table setting forth our ratio of earnings to fixed charges on a historical basis in the applicable
prospectus supplement, if required.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a company’s future prospects and make informed investment decisions.
This prospectus contains such “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements may be made directly in this prospectus, and they may also be made a part of this prospectus
by reference to other documents filed with the SEC which is known as “incorporation by reference.”
Words such as “may,” “anticipate,”
“estimate,” “expects,” “projects,” “intends,” “plans,” “believes”
and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify
forward-looking statements. All forward-looking statements are management’s present expectations of future events and are
subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements. Forward-looking statements might include one or more of the following:
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anticipated results of financing activities;
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anticipated agreements with marketing partners;
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anticipated clinical trial timelines or results;
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anticipated research and product development results;
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projected regulatory timelines;
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descriptions of plans or objectives of management for future operations, products or services;
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forecasts of future economic performance; and
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descriptions or assumptions underlying or relating to any of the above items.
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Please also see the discussion of risks and
uncertainties under the heading “Risk Factors” beginning on page 7.
In light of these assumptions, risks and uncertainties,
the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated
by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak
only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not under
any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result
of new information, future events or otherwise. All subsequent forward-looking statements attributable to Cyclacel or to any person
acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
USE OF PROCEEDS
We cannot assure you that we will receive any
proceeds in connection with securities offered pursuant to this prospectus. Unless we indicate otherwise in the applicable prospectus
supplement, we currently intend to use the net proceeds from this offering for general corporate purposes, including general working
capital.
We have not determined the amounts we plan to
spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion
to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose.
Pending application of the net proceeds as described above, we intend to invest the net proceeds of the offering in short-term,
investment-grade, interest-bearing securities.
We may set forth additional information on the
use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific
offering.
PLAN OF DISTRIBUTION
We may offer securities under this prospectus
from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods.
We may sell the securities (1) through underwriters or dealers, (2) through agents or (3) directly to one or more purchasers, or
through a combination of such methods. We may distribute the securities from time to time in one or more transactions at:
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a fixed price or prices, which may be changed from time to time;
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market prices prevailing at the time of sale;
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prices related to the prevailing market prices; or
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We may directly solicit offers to purchase the
securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time
to time. We will name in a prospectus supplement any underwriter or agent involved in the offer or sale of the securities.
If we utilize a dealer in the sale of the securities
being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.
If we utilize an underwriter in the sale of
the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of
sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make resales
of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the securities for whom
the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions
or commissions.
With respect to underwritten public offerings,
negotiated transactions and block trades, we will provide in the applicable prospectus supplement information regarding any compensation
we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed
to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in
respect thereof.
If so indicated in the applicable prospectus
supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus
supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts
shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with which the contracts,
when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts
will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have
purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have
any responsibility in respect of the validity or performance of delayed delivery contracts.
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Shares of our common stock sold pursuant to
the registration statement of which this prospectus is a part will be authorized for quotation and trading on The NASDAQ Capital
Market. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The
NASDAQ Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement.
We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
In order to facilitate the offering of the securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price
of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating
in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments
or short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons
may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security in the open market or
by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if the
securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market.
These transactions may be discontinued at any time.
The underwriters, dealers and agents may engage
in other transactions with us, or perform other services for us, in the ordinary course of their business.
SECURITIES WE MAY OFFER
The descriptions of the securities contained
in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the
various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities
the particular terms of the securities offered by that prospectus supplement. If so indicated in the applicable prospectus supplement,
the terms of the securities may differ from the terms we have summarized below. We will also include information in the prospectus
supplement, where applicable, about material United States federal income tax considerations relating to the securities, and the
securities exchange, if any, on which the securities will be listed.
We may sell from time to time, in one or more
offerings:
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warrants to purchase common stock;
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This prospectus may not be used to consummate
a sale of securities unless it is accompanied by a prospectus supplement.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 100,000,000 shares
of common stock, $0.001 par value per share. As of May 28, 2019, 17,199,974 shares
of common stock were issued and outstanding. The following descriptions of our common stock and provisions of our amended and restated
certificate of incorporation and amended and restated by-laws are only summaries, and we encourage you to review complete copies
of these documents, which have been filed as exhibits to our periodic reports with the SEC.
Transfer Agent
Our transfer agent and registrar for our common
stock is American Stock Transfer & Trust Company, LLC.
Listing
Our common stock is listed for quotation on
The NASDAQ Capital Market under the symbol “CYCC.”
Dividends, Voting Rights and Liquidation
Holders of common stock are entitled to one
vote for each share held of record on all matters submitted to a vote of the stockholders, and do not have cumulative voting rights.
Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled
to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally
available for dividend payments. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common
stock to be issued upon completion of this offering will be fully paid and non-assessable. The holders of common stock have no
preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of
common stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment of all of
our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Delaware Law and Certain Charter and By-law Provisions
The provisions of (1) Delaware law,
(2) our amended and restated certificate of incorporation, and (3) our amended and restated bylaws discussed below could discourage
or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder
of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or
could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These
provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and
in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual
or threatened change of control of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition
proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. Such provisions also
may have the effect of preventing changes in our management.
Delaware Statutory Business Combinations
Provision. We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder,
unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a
prescribed manner or another prescribed exception applies.
For purposes of Section 203, a “business
combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to
the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together
with his or her affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation’s voting
stock.
Classified Board of Directors; Removal of
Directors for Cause. Our amended and restated certificate of incorporation and amended and restated bylaws provide that our
board of directors is divided into three classes, each serving staggered three-year terms ending at the annual meeting of our stockholders.
All directors elected to our classified board of directors will serve until the election and qualification of their respective
successors or their earlier resignation or removal. The board of directors is authorized to create new directorships and to fill
such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling
such position would serve for the term applicable to that class. The board of directors (or its remaining members, even if less
than a quorum) is also empowered to fill vacancies on the board of directors occurring for any reason for the remainder of the
term of the class of directors in which the vacancy occurred. Members of the board of directors may only be removed for cause and
only by the affirmative vote of 80% of our outstanding voting stock. These provisions are likely to increase the time required
for stockholders to change the composition of the board of directors. For example, in general, at least two annual meetings will
be necessary for stockholders to effect a change in a majority of the members of the board of directors.
Advance Notice Provisions for Stockholder
Proposals and Stockholder Nominations of Directors. Our amended and restated bylaws provide that, for nominations to the board
of directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must
first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice
generally must be delivered not less than 45 days nor more than 75 days prior to the anniversary of the mailing date of the proxy
statement for the previous year’s annual meeting. For a special meeting, the notice must generally be delivered by the later
of 90 days prior to the special meeting or ten days following the day on which public announcement of the meeting is first made.
Detailed requirements as to the form of the notice and information required in the notice are specified in the amended and restated
bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such
business will not be conducted at the meeting.
Special Meetings of Stockholders. Special
meetings of the stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of the
total number of directors.
No Stockholder Action by Written Consent.
Our amended and restated certificate of incorporation and amended and restated bylaws do not permit our stockholders to act by
written consent. As a result, any action to be effected by our stockholders must be effected at a duly called annual or special
meeting of the stockholders.
Super-Majority Stockholder Vote Required
for Certain Actions. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless
the corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our amended
and restated certificate of incorporation requires the affirmative vote of the holders of at least 80% of our outstanding voting
stock to amend or repeal any of the provisions discussed in this section of this prospectus entitled “Anti-Takeover Provisions”
or to reduce the number of authorized shares of common stock or preferred stock. This 80% stockholder vote would be in addition
to any separate class vote that might in the future be required pursuant to the terms of any preferred stock that might then be
outstanding. In addition, an 80% vote is also required for any amendment to, or repeal of, our amended and restated bylaws by the
stockholders. Our amended and restated bylaws may be amended or repealed by a simple majority vote of the board of directors.
DESCRIPTION OF PREFERRED STOCK
We have the authority to issue up
to 5,000,000 shares of preferred stock. As of May 28, 2019, 335,273 shares of our 6% Convertible Exchange Preferred Stock
and 264 shares of our Series A Preferred Stock were outstanding (see “6% Convertible Exchangeable Preferred
Stock” and “Series A Preferred Shares” below). The description of preferred stock provisions set forth
below is not complete and is subject to and qualified in its entirety by reference to our certificate of incorporation and
the certificate of designations relating to each series of preferred stock.
If we offer a specific series of preferred stock
under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will
file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description
will include:
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the title and stated value;
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the number of shares offered, the liquidation preference, if any, per share and the purchase price;
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the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption, if applicable;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it
will be calculated) and conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will
be calculated) and exchange period;
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voting rights, if any, of the preferred stock;
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a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution
or winding up of the affairs of Cyclacel; and
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any material limitations on issuance of any class or series of preferred stock ranking pari passu with or senior to the series
of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of Cyclacel.
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Transfer Agent
Our transfer agent and registrar for our 6%
Convertible Exchangeable Preferred Stock is American Stock Transfer & Trust Company, LLC.
Listing
Our 6% Convertible Exchangeable Preferred Stock
is listed for quotation on The NASDAQ Capital Market under the symbol “CYCCP.”
6% Convertible Exchangeable Preferred Stock
General
Our board of directors has designated 2,990,000
shares of the preferred stock that were issued as convertible preferred stock on November 3, 2004. The shares of convertible preferred
stock are duly and validly issued, fully paid and non-assessable. These shares will not have any preemptive rights if we issue
other series of preferred stock. The convertible preferred stock is not subject to any sinking fund. We have no obligation to retire
the convertible preferred stock. The convertible preferred stock has a perpetual maturity and may remain outstanding indefinitely,
subject to the holder’s right to convert the convertible preferred stock and our right to cause the conversion of the convertible
preferred stock and exchange or redeem the convertible preferred stock at our option. Any convertible preferred stock converted,
exchanged or redeemed or acquired by us will, upon cancellation, have the status of authorized but unissued shares of convertible
preferred stock. We will be able to reissue these cancelled shares of convertible preferred stock.
Dividends
When and if declared by our board of directors
out of the legally available funds, holders of the convertible preferred stock are entitled to receive cash dividends at an annual
rate of 6% of the liquidation preference of the convertible preferred stock. Dividends are payable quarterly on the first day of
February, May, August and November. If any dividends are not declared, they will accrue and be paid at such later date, if any,
as determined by our board of directors. Dividends on the convertible preferred stock will be cumulative from the issue date. Dividends
will be payable to holders of record as they appear on our stock books not more than 60 days nor less than 10 days preceding the
payment dates, as fixed by our board of directors. If the convertible preferred stock is called for redemption on a redemption
date between the dividend record date and the dividend payment date and the holder does not convert the convertible preferred stock
(as described below), the holder shall receive the dividend payment together with all other accrued and unpaid dividends on the
redemption date instead of receiving the dividend on the dividend date. Dividends payable on the convertible preferred stock for
any period greater or less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day
months. Accrued but unpaid dividends will not bear interest.
If we do not pay or set aside cumulative dividends
in full on the convertible preferred stock and any other preferred stock ranking on the same basis as to dividends, all dividends
declared upon shares of the convertible preferred stock and any other preferred stock ranking on the same basis as to dividends
will be declared on a pro rata basis until all accrued dividends are paid in full. For these purposes, “pro rata” means
that the amount of dividends declared per share on the convertible preferred stock and any other preferred stock ranking on the
same basis as to dividends bear to each other will be the same ratio that accrued and unpaid dividends per share on the shares
of the convertible preferred stock and such other preferred stock bear to each other. We will not be able to redeem, purchase or
otherwise acquire any of our stock ranking on the same basis as the convertible preferred stock as to dividends or liquidation
preferences unless we have paid or set aside full cumulative dividends, if any, accrued on all outstanding shares of convertible
preferred stock.
Unless we have paid or set aside cumulative
dividends in full on the convertible preferred stock and any other of the convertible preferred stock ranking on the same basis
as to dividends:
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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
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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.
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Under Delaware law, we may only make dividends
or distributions to our stockholders from:
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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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As previously disclosed, our Board of Directors
did not declare the quarterly cash dividend with respect to each of the four quarters of fiscal year 2009, the first, second and
third quarters of fiscal year 2010, the second, third and fourth quarters of fiscal year 2011 and the first, second and third quarters
of fiscal year 2012. On December 11, 2018, our Board of Directors did declare a quarterly cash dividend in the amount of
$0.15 per share on the Preferred Stock with respect to the fourth quarter of fiscal year 2018. The cash dividend was paid on February
1, 2019 to the holders of record of the Preferred Stock as of the close business on January 14, 2019. In addition, on March 7,
2019, the Board of Directors declared a quarterly dividend payable on May 1, 2019 to the holders of record of the Preferred Stock
as of the close of business on April 15, 2019. To the extent that any dividends payable on the Preferred Stock are not paid, such
unpaid dividends are accrued. As the Company failed to pay in an aggregate amount equal to at least six quarterly dividends (whether
or not consecutive) on the Preferred Stock, the size of the Company’s Board was increased by two members and the holders
of the Preferred Stock, voting separately as a class, voted on May 24, 2011 and elected two directors to fill the vacancies created
thereby, which directorships shall terminate when the Company pays all accrued but unpaid dividends. As of May 28, 2019, approximately
$653,782 of dividends remain unpaid.
Conversion
Conversion Rights
Holders of our convertible preferred stock may
convert the convertible preferred stock at any time into a number of shares of common stock determined by dividing the $10 liquidation
preference by the conversion price of $1,974, being the original conversion price of $2.35 as adjusted following
three reverse stock splits, subject to adjustment as described below. This conversion price is equivalent to a conversion rate
of approximately 0.00507 shares of common stock for each share of convertible preferred stock. We will not make any adjustment
to the conversion price for accrued or unpaid dividends upon conversion. We will not issue fractional shares of common stock upon
conversion. However, we will instead pay cash for each fractional share based upon the market price of the common stock on the
last business day prior to the conversion date. If we call the convertible preferred stock for redemption, the holder’s right
to convert the convertible preferred stock will expire at the close of business on the business day immediately preceding the date
fixed for redemption, unless we fail to pay the redemption price.
Automatic Conversion
Unless we redeem or exchange the convertible
preferred stock, we may elect to convert some or all of the convertible preferred stock into shares of our common stock if the
closing price of our common stock has exceeded 150% of the conversion price for at least 20 out of 30 consecutive trading days
ending within five trading days prior to the notice of automatic conversion. If we elect to convert less than all of the shares
of convertible preferred stock, we shall select the shares to be converted by lot or pro rata or in some other equitable manner
in our discretion. On or after November 3, 2007, we may not elect to automatically convert the convertible preferred stock if full
cumulative dividends on the convertible preferred stock for all past dividend periods have not been paid or set aside for payment.
Conversion Price Adjustment — General
The conversion price of $1,974 will
be adjusted if:
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(1)
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we divide or distribute common stock on shares of our common stock;
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(2)
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we subdivide or combine our common stock;
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(3)
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we issue to all holders of common stock certain rights or warrants to purchase our common stock at less than the current market
price;
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(4)
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we divide or distribute to all holders of our common stock shares of our capital stock or evidences of indebtedness or assets,
excluding:
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those rights, warrants, dividends or distributions referred to in (1) or (3), or
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dividends and distributions paid in cash;
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(5)
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we made a dividend or distribution consisting of cash to all holders of common stock;
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(6)
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we purchase common stock pursuant to a tender offer made by us or any of our subsidiaries; and
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(7)
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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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If we implement a stockholder rights plan, this
new rights plan must provide that, upon conversion of the existing convertible preferred stock the holders will receive, in addition
to the common stock issuable upon such conversion, the rights under such rights plan regardless of whether the rights have separated
from the common stock before the time of conversion. The distribution of rights or warrants pursuant to a stockholder rights plan
will not result in an adjustment to the conversion price of the convertible preferred stock until a specified triggering event
occurs.
The occurrence and magnitude of certain of the
adjustments described above is dependent upon the current market price of our common stock. For these purposes, “current
market price” generally means the lesser of:
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the closing sale price on certain specified dates, or
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the average of the closing prices of the common stock for the ten trading day period immediately prior to certain specified
dates.
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We may make a temporary reduction in the conversion
price of the convertible preferred stock if our board of directors determines that this decrease would be in our best interest.
We may, at our option, reduce the conversion price if our board of directors deems it advisable to avoid or diminish any income
tax to holders of common stock resulting from any dividend or distribution of stock or rights to acquire stock or from any event
treated as such for income tax purposes.
Conversion Price Adjustment — Merger, Consolidation
or Sale of Assets
If we are involved in a transaction in which
shares of our common stock are converted into the right to receive other securities, cash or other property, or a sale or transfer
of all or substantially all of our assets under which the holders of our common stock shall be entitled to receive other securities,
cash or other property, then appropriate provision shall be made so that the shares of convertible preferred stock will convert
into:
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(1)
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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
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(2)
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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.”
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The company formed by the consolidation, merger,
asset acquisition or share acquisition shall provide for this right in its organizational document. This organizational document
shall also provide for adjustments so that the organizational document shall be as nearly practicably equivalent to adjustments
in this section for events occurring after the effective date of the organizational document.
The following types of transactions, among others,
would be covered by this adjustment:
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(1)
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we recapitalize or reclassify our common stock, except for
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a change from par value to no par value,
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a change from no par value to par value, or
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a subdivision or combination of our common stock.
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(2)
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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,
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(3)
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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
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(4)
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undertake any compulsory share exchange.
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Fundamental Change Conversion Price Adjustments
If a fundamental change occurs, the conversion
price will be adjusted as follows:
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(1)
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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:
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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,
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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, and
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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;
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(2)
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in the case of a non-stock fundamental change, the conversion price shall be the lower of:
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the conversion price after giving effect to any other prior adjustments effected pursuant to the preceding paragraph and
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A.
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the applicable price, and
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B.
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a fraction, the numerator of which is $10 and the denominator of which is (x) the amount of the redemption price for one share
of convertible preferred stock if the redemption date were the date of the non-stock fundamental change (or if the date of such
non-stock fundamental change falls within the period beginning on the first issue date of the convertible preferred stock through
October 31, 2005, the twelve-month period commencing November 1, 2005 and the twelve-month period commencing November 1, 2006,
the product of 106.0%, 105.4% or 104.8%, respectively, and $10) plus (y) any then-accrued and unpaid distributions on one share
of convertible preferred stock.
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Holders of convertible preferred stock may receive
significantly different consideration upon conversion depending upon whether a fundamental change is a non-stock fundamental change
or a common stock fundamental change. In the event of a non-stock fundamental change, the shares of convertible preferred stock
will convert into stock and other securities or property or assets, including cash, determined by the number of shares of common
stock receivable upon conversion at the conversion price as adjusted in accordance with (2) above. In the event of a common stock
fundamental change, under certain circumstances, the holder of convertible preferred stock will receive different consideration
depending on whether the holder converts his or her shares of convertible preferred stock on or after the common stock fundamental
change.
Definitions for the Fundamental Change Adjustment Provision
“applicable price” means:
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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
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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.
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“common stock fundamental change”
means any fundamental change in which more than 50% of the value, as determined in good faith by our board of directors, of the
consideration received by holders of our common stock consists of common stock that, for the 10 trading days immediately prior
to such fundamental change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities
exchange or quoted on The NASDAQ National Market, except that a fundamental change shall not be a common stock fundamental change
unless either:
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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
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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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“fundamental change” means
the occurrence of any transaction or event or series of transactions or events pursuant to which all or substantially all of our
common stock shall be exchanged for, converted into, acquired for or shall constitute solely the right to receive cash, securities,
property or other assets, whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise. However, for purposes of adjustment of the conversion price, in the case of any
series of transactions or events, the fundamental change shall be deemed to have occurred when substantially all of the common
stock shall have been exchanged for, converted into or acquired for, or shall constitute solely the right to receive, such cash,
securities, property or other assets, but the adjustment shall be based upon the consideration that the holders of our common stock
received in the transaction or event as a result of which more than 50% of our common stock shall have been exchanged for, converted
into or acquired for, or shall constitute solely the right to receive, such cash, securities, property or other assets.
“non-stock fundamental change”
means any fundamental change other than a common stock fundamental change.
“purchaser stock price” means
the average of the daily closing price for one share of the common stock received by holders of the common stock in the common
stock fundamental change during the 10 trading days immediately prior to the date fixed for the determination of the holders of
the common stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of
the common stock shall have the right to receive such common stock.
Liquidation Rights
In the event of our voluntary or involuntary
dissolution, liquidation, or winding up, the holders of the convertible preferred stock shall receive a liquidation preference
of $10 per share and all accrued and unpaid dividends through the distribution date. Holders of any class or series of
preferred stock ranking on the same basis as your convertible preferred stock as to liquidation shall also be entitled to receive
the full respective liquidation preferences and any accrued and unpaid dividends through the distribution date. Only after the
preferred stock holders have received their liquidation preference and any accrued and unpaid dividends will we distribute assets
to common stock holders or any of our other stock ranking junior to the shares of convertible preferred stock upon liquidation.
If upon such dissolution, liquidation or winding up, we do not have enough assets to pay in full the amounts due on the convertible
preferred stock and any other preferred stock ranking on the same basis with the convertible preferred stock as to liquidation,
the holders of the convertible preferred stock and such other preferred stock will share ratably in any such distributions of our
assets:
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first in proportion to the liquidation preferences until the preferences are paid in full, and
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then in proportion to the amounts of accrued but unpaid dividends.
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After we pay any liquidation preference and
accrued dividends, holders of the convertible preferred stock will not be entitled to participate any further in the distribution
of our assets. The following events will not be deemed to be a dissolution, liquidation or winding up of Cyclacel:
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the sale of all or substantially all of the assets;
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our merger or consolidation into or with any other corporation; or
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our liquidation, dissolution, winding up or reorganization immediately followed by a reincorporation as another corporation.
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Optional Redemption
We may redeem the convertible preferred stock,
out of legally available funds, in whole or in part, at our option, at the redemption prices listed below. The redemption price
for the 12-month period beginning: November 1, 2012 is $10.12; November 1, 2013 is $10.06; and $10.00 at November 1, 2014 and thereafter.
In each case we will pay accrued and unpaid dividends to, but excluding, the redemption date. We are required to give notice of
redemption not more than 60 and not less than 20 days before the redemption date.
If we redeem less than all of the shares of
convertible preferred stock, we shall select the shares to be redeemed by lot or pro rata or in some other equitable manner in
our sole discretion.
Exchange Provisions
We may exchange the convertible preferred stock
in whole, but not in part, for debentures on any dividend payment date on or after November 1, 2005 at the rate of $10
principal amount of debentures for each outstanding share of convertible preferred stock. Debentures will be issuable in denominations
of $1,000 and integral multiples of $1,000, as discussed in the section entitled “Description of Debentures”
below. If the exchange results in an amount of debentures that is not an integral multiple of $1,000, we will pay in cash
an amount in excess of the closest integral multiple of $1,000. We will mail written notice of our intention to exchange
the convertible preferred stock to each record holder not less than 30 nor more than 60 days prior to the exchange date.
We refer to the date fixed for exchange of the
convertible preferred stock for debentures as the “exchange date.” On the exchange date, the holder’s rights
as a stockholder of Cyclacel shall cease, the shares of convertible preferred stock will no longer be outstanding, and will only
represent the right to receive the debentures and any accrued and unpaid dividends, without interest. We may not exercise our option
to exchange the convertible preferred stock for the debentures if:
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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
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an event of default under the indenture would occur on conversion, or has occurred and is continuing.
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Voting Rights
Holders of our convertible preferred stock have
no voting rights except as described below or as required by law. Shares of our convertible preferred stock held by us or any entity
controlled by us will not have any voting rights.
If we have not paid dividends on the convertible
preferred stock or on any outstanding shares of preferred stock ranking on the same basis as to dividends with the convertible
preferred stock in an aggregate amount equal to at least six quarterly dividends whether or not consecutive, we will increase the
size of our board of directors by two additional directors. So long as dividends remain due and unpaid, holders of the convertible
preferred stock, voting separately as a class with holders of preferred stock ranking on the same basis as to dividends having
like voting rights, will be entitled to elect two additional directors at any meeting of stockholders at which directors are to
be elected. These directors will be appointed to classes on the board as determined by our board of directors. These voting rights
will terminate when we have declared and either paid or set aside for payment all accrued and unpaid dividends. The terms of office
of all directors so elected will terminate immediately upon the termination of these voting rights.
We have not declared dividends with respect
to at least six quarters and, therefore, the holders of the preferred stock, voting separately as a class, are entitled to elect,
and have elected, two directors.
Without the vote or consent of the holders of
at least a majority of the shares of convertible preferred stock, we may not:
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adversely change the rights, preferences and limitations of the convertible preferred stock by modifying our certificate of
incorporation or bylaws, or
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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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No class vote on the part of convertible preferred
stock shall be required (except as otherwise required by law or resolution of our board of directors) in connection with the authorization,
issuance or increase in the authorized amount of any shares of capital stock ranking junior to or on parity with the convertible
preferred stock both as to the payment of dividends and as to distribution of assets upon our liquidation, dissolution or winding
up, whether voluntary or involuntary, including our common stock and the convertible preferred stock.
In addition, without the vote or consent of
the holders of at least a majority of the shares of convertible preferred stock we may not:
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enter into a share exchange that affects the convertible preferred stock,
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consolidate with or merge into another entity, or
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permit another entity to consolidate with or merge into us, unless the convertible preferred stock remains outstanding and
its rights, privileges and preferences are unaffected or it is converted into or exchanged for convertible preferred stock of the
surviving entity having rights, preferences and limitations substantially similar, but no less favorable, to the convertible preferred
stock.
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In determining a majority under these voting
provisions, holders of convertible preferred stock will vote together with holders of any other preferred stock that rank on parity
as to dividends and that have like voting rights.
Series A Preferred Stock
General
In connection with the July 2017 underwritten
public offering, the Company issued 8,872 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible
at any time at the option of the holder thereof, into a number of shares of common stock determined by dividing $1,000 by the initial
conversion price of $2.00 per share, subject to a 4.99% blocker provision, or, upon election by a holder prior to the issuance
of shares of Series A Preferred Stock, 9.99%, and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions
and combinations.
During the year ended December 31, 2018,
8,608 shares of Series A Preferred Stock were converted into 4,304,000 shares of common stock. As of May 28, 2019, 264 shares
of the Series A Preferred Stock remained issued and outstanding and are convertible into 132,000 shares of common stock.
Dividends
When and if declared by our board of directors,
holders of Series A Preferred Stock are entitled to receive dividends of shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends actually paid on shares of the common stock.
Voting Rights
Holders of our Series A Preferred Stock have
no voting rights except as described below or as required by law. Shares of our Series A Preferred Stock held by us or any entity
controlled by us will not have any voting rights.
Without the vote or consent of the holders of
at least a majority of the shares of Series A Preferred Stock, we may not:
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alter or change adversely the powers, preferences or rights given to the authorized shares of Series A Preferred Stock,
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amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders
of shares of Series A Preferred Stock,
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increase the number of authorized shares of Series A Preferred Stock,
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effect a stock split or reverse stock split of the Series A Preferred Stock or any like event, or
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enter into any agreement with respect to any of the foregoing.
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Liquidation Rights
In the event of our voluntary or involuntary
dissolution, liquidation, or winding up, the holders of the Series A Preferred Stock may participate on an as-converted-to-common-stock
basis in any distribution of assets of the Company. The Company shall not pay any dividends on shares of common stock (other than
dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid
on an as-converted basis. There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock
while there is any arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to
the Series A Preferred Stock.
Conversion
Subject to certain conditions, at any time following
the issuance of the Series A Preferred Stock, the Company has the right to cause each holder of the Series A Preferred Stock to
convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume weighted average price of
our common stock for 30 consecutive trading days (the “Measurement Period”) exceeds 300% of the initial conversion
price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends
and similar transactions), (ii) the daily trading volume on each trading day during such Measurement Period exceeds $500,000 per
trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public
information which was provided by the Company. The right to cause each holder of the Series A Preferred Stock to convert all or
part of such holder’s Series A Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred
stock.
Optional Conversion
Each share of Series A Preferred Stock is convertible
at any time at the holder’s option into a number of shares of common stock equal to $1,000 divided by the Series A Conversion
Price. The “Series A Conversion Price” is initially $4.12 and is subject to adjustment for stock splits, stock
dividends, distributions, subdivisions and combinations. Notwithstanding the foregoing, the Series A Certificate of Designation
further provides that we shall not effect any conversion of Series A Preferred Stock, with certain exceptions, to the extent that,
after giving effect to an attempted conversion, the holder of Series A Preferred Shares (together with such holder’s affiliates,
and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a
number of shares of common stock in excess of 4.99% (or, at the election of the holder, 9.99%) of the shares of our common stock
then outstanding after giving effect to such exercise (the “Preferred Stock Beneficial Ownership Limitation”);
provided, however, that upon notice to the Company, the holder may increase or decrease the Preferred Stock Beneficial Ownership
Limitation, provided that in no event shall the Preferred Stock Beneficial Ownership Limitation exceed 9.99% and any increase in
the Preferred Stock Beneficial Ownership Limitation will not be effective until 61 days following notice of such increase from
the holder to us.
Adjustments
Stock Dividends and Stock Splits
If, at any time while the Series A Preferred
Stock is outstanding, the Company: (i) pays a stock dividend, (ii) subdivides outstanding shares of common stock into a larger
number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller
number of shares, or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock
of the Company, then the Series A Conversion Price shall be multiplied by a fraction of which the numerator shall be the number
of shares of common stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which
the denominator shall be the number of shares of common stock outstanding immediately after such event.
Subsequent Rights Offerings
If at any time the Company grants, issues or
sells any common stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of common stock (the “Purchase Rights”), then the holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder
had held the number of shares of common stock acquirable upon complete conversion of such holder’s Series A Preferred Stock.
Pro Rata Distributions
During such time as the Series A Preferred Stock
is outstanding, if the Company declares or makes any dividend or other distribution of its assets to holders of shares of common
stock, by way of return of capital or otherwise (a “Distribution”), then, in each such case, the holder shall
be entitled to participate in such Distribution to the same extent that the holder would have participated therein if the holder
had held the number of shares of common stock acquirable upon complete conversion of the Series A Preferred Stock.
Fundamental Transaction
If, at any time while the Series A Preferred
Stock is outstanding, a Fundamental Transaction occurs, then, upon any subsequent conversion of this Preferred Stock, the Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior
to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred
Stock), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number
of shares of common stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction. If holders
of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the additional consideration it receives upon any conversion of this Preferred Stock
following such Fundamental Transaction
Definitions for the Fundamental Transaction
Adjustment Provision
“Fundamental Transaction” means
a transaction in which the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation
of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions,
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of common stock are permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding common stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any
compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash
or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of common stock
(not including any shares of common stock held by the other person or other persons making or party to, or associated or affiliated
with the other persons making or party to, such stock or share purchase agreement or other business combination)
“Conversion Share”
means the shares of common stock issuable upon conversion of the shares of Series A Preferred Stock.
DESCRIPTION OF WARRANTS
General
We may issue warrants to purchase shares of
our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as
described in the applicable prospectus supplement. Below is a description of certain general terms and provisions of the warrants
that we may offer. Particular terms of the warrants will be described in the warrant agreements and the prospectus supplement relating
to the warrants.
The applicable prospectus supplement will contain,
where applicable, the following terms of and other information relating to the warrants:
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the specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
exercise of the warrants;
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if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received
upon exercise, and a description of that series of our preferred stock;
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if applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and
a description of that series of debt securities;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may
not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination
of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities
exchange;
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if applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will
be separately transferable;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the anti-dilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants may be sold separately or with other securities as parts of units; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of
the warrants. We will describe the particular terms of any warrants that we may offer under this prospectus in more detail in the
applicable prospectus supplement and the related warrant agreements and warrant certificates.
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Outstanding Warrants
The following is a brief summary of the terms
of our outstanding warrants.
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On July 21, 2017, the Company issued (i) 3,154,000 Class A Units for $2 per unit, each consisting of one share of the Company’s
common stock, and a warrant to purchase one share of common stock (the “Class A Warrants”), and (ii) 8,872 Class B
Units, each consisting of one share of the Company’s Series A Preferred Stock, convertible into 500 shares of common stock
at the initial conversion price, and a warrant to purchase a number of shares of common stock equal to $1,000.00 divided by the
conversion price (the “Class B Warrants”) for $1,000 per unit. We refer to the Class A Warrants and Class B Warrants
as the July 2017 Warrants.
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As of December 31, 2018, there were 7,490,500 July 2017 Warrants outstanding, each with an exercise price of $2.00. All such
warrants were issued in connection with the July 2017 underwritten public offering and are immediately exercisable. The Warrants
expire in 2024. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants
if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any
of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election
of the purchaser, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise. The exercise
price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization
events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s
common stock. The warrant holders must pay the exercise price in cash upon exercise of the warrants, unless such warrant holders
are utilizing the cashless exercise provision of the warrants. On the expiration date, unexercised warrants will automatically
be exercised via the “cashless” exercise provision.
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Exercisability. The exercise price and
the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization
events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s
common stock.
Exercise of Warrants. All of the warrants
may be exercised upon surrender of the warrant on or prior to the expiration date at the offices of the warrant agent, with the
exercise form set forth in the warrant completed and executed as indicated, either accompanied by full payment of the exercise
price, by certified check payable to us, for the number of warrants being exercised or, under certain circumstances, by means of
a cashless exercise, as provided for in the warrant. Notwithstanding the foregoing, the holder will not be required to physically
surrender the warrant unless and until the aggregate warrant shares represented by the warrant are exercised. The warrants are
exercisable by delivery of a written notice, with payment made within two trading days of the delivery of the notice of exercise.
Cashless Exercise. If, at any time during
the exercisability period of any of the warrants, the holder is not permitted to sell shares of common stock issuable upon exercise
of the relevant warrant pursuant to the registration statement or an exemption from registration is not available, and the fair
market value of our common stock exceeds the exercise price of the warrants, the holder may elect to effect a cashless exercise
of the warrants, in whole or in part, by surrendering the warrants to us, together with delivery to us of a duly executed exercise
notice, and canceling a portion of the relevant warrant in payment of the purchase price payable in respect of the number of shares
of our common stock purchased upon such exercise.
Buy-in Right. If we fail to issue shares
of common stock to the holder of a warrant within three business days of our receipt of a duly executed exercise notice, then the
holder or any third party on behalf of the holder may, for such holder’s account, purchase in an open market transaction
or otherwise, shares of common stock to deliver in satisfaction of a sale by the holder of shares of common stock issuable upon
such exercise that the holder anticipated receiving from us. The Company shall (i) pay in cash to the holder the amount, if any,
by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of common stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares (as defined in such warrants) that the
Company was required to deliver to the holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (ii) at the option of the holder, either reinstate the portion of the
warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the holder the number of shares of common stock that would have been issued had the Company timely complied
with its exercise and delivery obligations thereunder.
Transferability. The warrants and all
rights thereunder are transferable upon surrender of the applicable warrant at the principal office of the Company or its designated
agent, together with a written assignment of the applicable warrant duly executed by the holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Exchange Listing. We do not plan on making
an application to list any of the warrants on The NASDAQ Capital Market, any national securities exchange or other nationally recognized
trading system. The common stock underlying the warrants is listed on the NASDAQ Capital Market.
Fundamental Transactions. In the event
of any fundamental transaction, as described in the warrants, and generally including any merger with or into another entity (whether
or not we are the surviving entity but excluding a migratory merger effected solely for the purpose of changing our jurisdiction
of incorporation), sale of all or substantially all of our assets, tender offer or exchange offer, our consummation of a stock
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) or reclassification of our common stock, then upon any subsequent exercise of a warrant, the holder shall
have the right to receive, as alternative consideration, for each share of our common stock that would have been issuable upon
such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the
successor or acquiring corporation or of Cyclacel, if it is the surviving corporation, and any additional consideration receivable
upon or as a result of such transaction by a holder of the number of shares of our common stock for which the warrant is exercisable
immediately prior to such event. Notwithstanding the foregoing, the holders of the warrants, in the event of a fundamental transaction
(i) in which holders of common stock receive all cash or substantially all cash or (ii) with a person whose common stock or equivalent
equity security is not quoted or listed on an eligible market, as defined in such warrant, and, in either case, at the request
of the holder delivered within 30 days after consummation of the fundamental transaction, we (or our successor entity) must purchase
such warrant from the holder by paying to the holder, within seven business days after such request (or, if later, on the effective
date of the fundamental transaction), cash in an amount equal to the Black Scholes value, as defined in such warrant, of the remaining
unexercised portion of such warrant or Option Warrant on the date of such fundamental transaction. Fundamental transactions shall
not include any transaction in which the Company is not a voluntary party thereto.
Waivers and Amendments. The provisions
of each warrant may be amended and we may not take any action prohibited by such warrant, or omit to perform any act required to
be performed pursuant to such warrant, only with the written consent of the holder of that warrant.
Rights as a Stockholder. The warrant
holders do not have the rights or privileges of holders of common stock, including any voting rights, until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No Fractional Shares. No fractional shares
will be issued upon exercise of any of the warrants. We will pay to the holder thereof, in lieu of the issuance of any fractional
share which is otherwise issuable to the warrant holder, an amount in cash based on the market value of the common stock on the
last trading day prior to the exercise date.
DESCRIPTION OF DEBT SECURITIES
The following description, together with the
additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the
debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future
debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt securities that we
may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any
debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms
set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall
control.
We may sell from time to time, in one or more
offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities
under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We will issue any such subordinated
debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture.
We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part. We use the
term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures
will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term “debenture
trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions
of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety
by reference to, all the provisions of the indenture applicable to a particular series of debt securities.
General
Each indenture provides that debt securities
may be issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on
or relating to foreign currencies. Neither indenture limits the amount of debt securities that may be issued thereunder, and each
indenture provides that the specific terms of any series of debt securities shall be set forth in, or determined pursuant to, an
authorizing resolution and/or a supplemental indenture, if any, relating to such series.
We will describe in each prospectus supplement
the following terms relating to a series of debt securities:
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the title or designation;
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the aggregate principal amount and any limit on the amount that may be issued;
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the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency
or units in which principal or interest or both will or may be payable;
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whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary
will be;
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the maturity date and the date or dates on which principal will be payable;
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the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin
to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining
such dates;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place or places where payments will be payable;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant
to any optional redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities;
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whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional indebtedness;
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a discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any
integral multiple thereof; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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We may issue debt securities that provide for
an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant
to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable prospectus supplement.
Conversion or Exchange Rights
We will set forth in the prospectus supplement
the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock or our other
securities. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders
of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale; No Protection in Event of a Change
of Control or Highly Leveraged Transaction
The indentures do not contain any covenant that
restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our
assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt
securities, as appropriate.
Unless we state otherwise in the applicable
prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection
in the event we have a change of control or in the event of a highly leveraged transaction (whether or not such transaction results
in a change of control), which could adversely affect holders of debt securities.
Events of Default Under the Indenture
The following are events of default under the
indentures with respect to any series of debt securities that we may issue:
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if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or
deferred;
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if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
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if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures,
other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure
continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur as to us.
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No event of default with respect to a particular
series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an
event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event
of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain
events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness
outstanding from time to time.
If an event of default with respect to debt
securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority
in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee
if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are
discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued
and unpaid interest, if any, on all debt securities of that series.
Before a judgment or decree for payment of the
money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the
outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders
of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the
acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any,
with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments
or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer
you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.
Subject to the terms of the indentures, if an
event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of
debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee,
with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in
personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series
will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies
if:
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the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that
series;
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the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made
written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee;
and
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the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present,
the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting
directions within 60 days after the notice, request and offer.
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These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the
applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.
Modification of Indenture; Waiver
The debenture trustee and we may change the
applicable indenture without the consent of any holders with respect to specific matters, including:
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to fix any ambiguity, defect or inconsistency in the indenture; and
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to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued
pursuant to such indenture.
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In addition, under the indentures, the rights
of holders of a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders
of at least a majority in aggregate principal amount of the outstanding debt securities of each series (or, at a meeting of holders
of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series
represented at such meeting) that is affected. However, the debenture trustee and we may make the following changes only with the
consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of the series of debt securities;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon
the redemption of any debt securities;
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reducing the principal amount of discount securities payable upon acceleration of maturity;
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making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt
security; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.
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Except for certain specified provisions, the
holders of at least a majority in principal amount of the outstanding debt securities of any series (or, at a meeting of holders
of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series
represented at such meeting) may on behalf of the holders of all debt securities of that series waive our compliance with provisions
of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf
of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series
and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that
series or in respect of a covenant or provision, which cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected; provided, however, that the holders of a majority in principal amount of the
outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default
that resulted from the acceleration.
Discharge
Each indenture provides that we can elect to
be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged
with respect to a series, we must deposit with the trustee money or government obligations sufficient to pay all the principal
of, the premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series
only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations
of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary
or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company
or another depositary named by us and identified in a prospectus supplement with respect to that series.
At the option of the holder, subject to the
terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the
limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may
present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon
duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer
or exchange or in the applicable indenture, we will make no service charge for any registration of transfer or exchange, but we
may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt
securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each
place of payment for the debt securities of each series.
If we elect to redeem the debt securities of
any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.
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Information Concerning the Debenture Trustee
The debenture trustee, other than during the
occurrence and continuance of an event of default under the applicable indenture, undertakes to perform only those duties as are
specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under such
indenture must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures
at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses
and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium and
interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless
we otherwise indicate in the applicable prospectus supplement, will we make interest payments by check which we will mail to the
holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture
trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name
in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture
trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end
of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will
be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture
Act is applicable.
Subordination of Subordinated Debt Securities
Our obligations pursuant to any subordinated
debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of senior indebtedness
we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF RIGHTS
General
We may issue rights to our stockholders to purchase
shares of our common stock, preferred stock or the other securities described in this prospectus. We may offer rights separately
or together with one or more additional rights, debt securities, preferred stock, common stock, or warrants, or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued
under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent
will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will
not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the
general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent
that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from
any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.
We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether
to purchase any of our rights.
We will provide in a prospectus supplement the
following terms of the rights being issued:
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the date of determining the stockholders entitled to the rights distribution;
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the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the aggregate number of rights issued;
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whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the method by which holders of rights will be entitled to exercise;
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the conditions to the completion of the offering, if any;
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the withdrawal, termination and cancellation rights, if any;
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whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether stockholders are entitled to oversubscription rights, if any;
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any applicable U.S. federal income tax considerations; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable.
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Each right will entitle the holder of rights
to purchase for cash the principal amount of shares of common stock, preferred stock or other securities at the exercise price
provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration
date for the rights provided in the applicable prospectus supplement.
Holders may exercise rights as described in
the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at
the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as
practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable upon exercise
of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities
directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods,
including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any rights we offer will
be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
We may issue units consisting of common stock,
preferred stock, warrants, rights, and/or debt securities for the purchase of common stock, preferred stock, warrants, rights,
and/or debt securities in one or more series. In this prospectus, we have summarized certain general features of the units.
We will evidence each series of units by unit
certificates that we will issue under a separate agreement. We will enter into the unit agreements with a unit agent. Each unit
agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable
prospectus supplement relating to a particular series of units.
LEGAL MATTERS
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., New York, New York, will provide us with an opinion as to the legal matters in connection with the securities we are offering.
EXPERTS
The consolidated financial statements of Cyclacel
Pharmaceuticals, Inc., appearing in our Annual Report on Form 10-K for the fiscal years ended December 31, 2017 and 2018, have
been audited by RSM US LLP, independent registered public accounting firm, as set forth in their report thereon, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports
and other information with the SEC. These filings contain important information that does not appear in this prospectus. For further
information about us, you may read and copy any reports, statements and other information filed by us at the SEC’s Public
Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. You may obtain further information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available on the SEC Internet site
at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with it, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC
will automatically update and supersede this information. The documents we are incorporating by reference as of their respective
dates of filing are:
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Our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 28, 2019;
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 14, 2019;
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Our definitive Proxy Statement relating to our 2019 annual meeting of stockholders filed on April 10, 2019;
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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 October 10, 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
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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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The SEC file number for each of the documents
listed above is 000-50626.
In addition, all reports and other documents
filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the
registration statement shall be deemed to be incorporated by reference into this prospectus.
You may request, orally or in writing, a copy
of these filings, which will be provided to you at no cost, by writing or calling us at: 200 Connell Drive, Suite 1500, Berkeley
Heights, NJ 07922, telephone (908) 517-7330. Information about us is also available at our website at http://www.cyclacel.com.
However, the information in our website is not a part of this prospectus and is not incorporated by reference into this prospectus.
To the extent that any statements contained
in a document incorporated by reference are modified or superseded by any statements contained in this prospectus, such statements
shall not be deemed incorporated in this prospectus except as so modified or superseded.
All documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and prior to the
termination of this offering are incorporated by reference and become a part of this prospectus from the date such documents are
filed. Any statement contained in this prospectus or in a document incorporated by reference is modified or superseded for purposes
of this prospectus to the extent that a statement contained in any subsequent filed document modifies or supersedes such statement.
Cyclacel Pharmaceuticals, Inc.
485,912 Shares of Common Stock
237,745 Shares of Series B Convertible
Preferred Stock
PROSPECTUS SUPPLEMENT
December 22, 2020
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