Cyclacel Pharmaceuticals Amends Securities Purchase Agreement with Interim CEO

Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC) announced on February 20, 2025, an amendment to its securities purchase agreement with interim Chief Executive Officer David Lazar. The revised agreement, an addendum to the original Lazar Purchase Agreement entered into on February 4, 2025, grants the Company the option to direct Mr. Lazar to purchase up to US$8 million of its common stock through one or more private placement offerings until September 30, 2026.

Under the amended terms, the purchase price for the shares will be determined as the greater of (i) the consolidated closing bid price immediately prior to the initial agreement or (ii) the consolidated closing bid price on the Trading Day immediately preceding the relevant purchase date if the transaction occurs prior to the market close, or the bid price on the Trading Day of the purchase should the purchase happen following market close, until the market opens on the next Trading Day. The offering is structured under available exemptions from registration under the Securities Act of 1933, relying on exemptions provided by Section 4(a)(2) along with Regulation S or Regulation D.

In addition, the amendment imposes a contractual six-month lock-up period on any common stock issued under the agreement. This lock-up provision is designed to restrict the resale of the shares acquired through the private placement offerings.

Cyclacel’s move to amend the purchase agreement comes as part of its ongoing efforts to manage capital and trading dynamics while striving to align its financing structure with market conditions. The agreement provides the Company with a flexible mechanism to raise capital through private placements, a detail that may be closely monitored by investors given its potential impact on share liquidity and overall market perception.

The filing reflects a strategic decision by Cyclacel Pharmaceuticals to adjust its capital structure and financing arrangements, reinforcing the Company’s commitment to maintaining operational flexibility during a period of transition under its interim CEO.

(End)

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Cyclacel Pharmaceuticals’s 8K filing here.

Cyclacel Pharmaceuticals Company Profile

Cyclacel Pharmaceuticals, Inc, a clinical-stage biopharmaceutical company, develops medicines for the treatment of cancer and other proliferative diseases in the United States, the United Kingdom, and internationally. The company's lead product includes fadraciclib, a cyclin dependent kinase Inhibitors (CDK) that is in Phase 1/2 clinical trial for the treatment of solid tumors and hematological malignancies, as well as in combination with venetoclax to treat relapsed or refractory chronic lymphocytic leukemia; and Plogosertib, a polo-like kinase inhibitor program, which is in Phase 1/2 clinical trial for the treatment of advanced solid tumors and hematological malignancies.