0001558370-24-015349 | 10-Q | XBRL Viewer | Cyclacel Pharmaceuticals INC

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

Going Concern

Recently Issued Accounting Pronouncements

Fair Value of Financial Instruments

Comprehensive Income (Loss)

Foreign Currency and Currency Translation

settlement is not planned or anticipated in the foreseeable future and that are of a long-term-investment nature, are recorded in other comprehensive loss.

Leases

The Company accounts for lease contracts in accordance with ASC 842. As of September 30, 2024, the Company’s outstanding leases are classified as operating leases.

●

The lease payments due in any optional period;

●

Penalties for failure to exercise (or not exercise) the option;

●

Market factors, such as the availability of similar assets and current rental rates for such assets;

●

The nature of the underlying leased asset and its importance to the Company’s operations; and

●

The remaining useful lives of any related leasehold improvements.

The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.

Revenue Recognition

When the Company enters into contracts with customers, the Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (“ASC 606”):

(1)

identify the contract with a customer;

(2)

identify the performance obligations in the contract;

(3)

determine the transaction price;

(4)

allocate the transaction price to the performance obligations in the contract; and

(5)

recognize revenue when, or as, the Company satisfies a performance obligation.

●

Whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time;

●

Whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and

●

The complexity and inherent uncertainty underlying the achievement of the milestone.

The revenue allocated to each performance obligation is recognized as or when the Company satisfies the performance obligation.

Subsequent Events - Narrative (Details)				9 Months Ended	12 Months Ended
Subsequent Events - Narrative (Details)	Oct. 23, 2024 shares	Oct. 15, 2024 shares	Sep. 04, 2024	Sep. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Preferred stock, dividend rate (in percent)				6.00%
Subsequent event \| Pre-Funded Warrants
Subsequent Event [Line Items]
Warrants exercised	4,135,000
6% Convertible Exchangeable Preferred Stock
Subsequent Event [Line Items]
Preferred stock, dividend rate (in percent)			6.00%	6.00%	6.00%
6% Convertible Exchangeable Preferred Stock \| Subsequent event
Subsequent Event [Line Items]
Number of shares converted		200,000
Preferred stock, dividend rate (in percent)		6.00%
Preferred stock conversion ratio		3

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Lease Obligation
2024	$ 16
2025	38
Thereafter	0
Total future minimum lease obligation	54
Less discount	(3)
Total	$ 51

Stockholders Equity - Amounts allocated to each instruments (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Sep. 30, 2024
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering	$ (80,000)
April 2024 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		$ 6,290,213
December 2023 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		1,049,000
Common Stock Warrants \| April 2024 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		3,819,274
Regular Warrants [Member] \| December 2023 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		470,000
Pre-Funded Warrants \| April 2024 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		2,398,831
Pre-Funded Warrants \| December 2023 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		321,000
Common Stock \| April 2024 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		72,108
Common Stock \| December 2023 Securities Purchase Agreement
Class of Stock [Line Items]
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		$ 258,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 2,982				$ 3,378
Substantial Doubt about Going Concern, within One Year	true
Stockholder's Equity Deficit	$ 970	$ (4,297)	$ (999)	$ 2,206	$ (607)	$ (6,671)	$ (10,578)	$ (15,939)
Tax on other comprehensive income (loss)	0
Reclassifications out of other comprehensive income (loss)	$ 0	$ 0

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in $000s):


	September 30,		December 31,
	2024		2023
Research and development tax credit receivable	$	1,248	$	2,933
Prepayments and VAT receivable		374		792
Other current assets		309		341
	$	1,931	$	4,066

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses and Other Current Assets [Abstract]
Research and development tax credit receivable	$ 1,248	$ 2,933
Prepayments and VAT receivable	374	792
Other current assets	309	341
Prepaid expenses and other current assets	$ 1,931	$ 4,066

Net Loss per Common Share (Tables)

9 Months Ended

Sep. 30, 2024

Net Loss per Common Share

Schedule of Basic and Diluted Net Loss Per Share


	September 30,	September 30,
	2024	2023
Stock options	118,989	145,446
Restricted Stock Units	39,747	34,798
6% convertible exchangeable preferred stock	6	6
Series A preferred stock	440	440
Series B preferred stock	—	79,248
Common stock warrants	10,871,577	215,625
Total shares excluded from calculation	11,030,759	475,563

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	9 Months Ended	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Dividend rate on convertible exchangeable preferred stock (in percent)	6.00%
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,152,202	1,058,892
Common stock, shares outstanding	2,152,202	1,058,892
6% Convertible Exchangeable Preferred Stock
Preferred stock, shares issued	335,273	335,273
Preferred stock, shares outstanding	335,273	335,273
Dividend rate on convertible exchangeable preferred stock (in percent)	6.00%	6.00%
Preferred stock, liquidation preference value (in dollars)	$ 4,157,385	$ 4,157,385
Series A Convertible Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	264	264
Preferred stock, shares outstanding	264	264
Series B Convertible Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	0	119,000
Preferred stock, shares outstanding	0	119,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			9 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Revenues	$ 10,000		$ 16,000	$ 43,000	$ 389,000
Operating expenses:
Research and development	950,000		5,236,000	5,775,000	15,637,000
General and administrative	1,237,000		1,625,000	4,444,000	4,845,000
Total operating expenses	2,187,000		6,861,000	10,219,000	20,482,000
Operating loss	(2,177,000)		(6,845,000)	(10,176,000)	(20,093,000)
Other (expense) income:
Foreign exchange gains (losses)	2,000		104,000	6,000	(58,000)
Interest (expense) income	8,000		50,000	(18,000)	243,000
Other income (expense), net			(9,000)	52,000	50,000
Total other (expense) income, net	10,000		145,000	40,000	235,000
Loss before taxes	(2,167,000)		(6,700,000)	(10,136,000)	(19,858,000)
Income tax benefit	210,000		668,000	1,976,000	2,574,000
Net loss	(1,957,000)	$ (3,257,000)	(6,032,000)	(8,160,000)	(17,284,000)
Dividend on convertible exchangeable preferred shares			(50,000)		(151,000)
Net loss applicable to common shareholders	$ (1,957,000)		$ (6,082,000)	$ (8,160,000)	$ (17,435,000)
Redeemable common shareholders
Basic and diluted earnings per common share:
Net loss per share - basic			$ (0.48)		$ (1.39)
Net loss per share - diluted		$ 0.00	(0.48)	$ 0.00	(1.39)
Common Stock
Basic and diluted earnings per common share:
Net loss per share - basic	$ (0.18)		(0.48)	(2.04)	(1.39)
Net loss per share - diluted		$ (0.18)	$ (0.48)	$ (2.04)	$ (1.39)
Clinical trial supply
Revenues:
Revenues	$ 10,000		$ 16,000	$ 43,000	$ 389,000

Non-Current Assets (Details) $ in Millions	Sep. 30, 2024 USD ($)
Non-Current Assets
Clinical trial deposits held by a contract research organization	$ 0.4

Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended	21 Months Ended
	Jun. 21, 2024	Jun. 13, 2023	Jan. 31, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Sep. 30, 2024	Oct. 31, 2020
Stock-based compensation
Remaining unrecognized compensation cost of non-vested stock options					$ 0.2			$ 0.2
Weighted-average remaining requisite service period of recognition of unrecognized compensation cost					1 year 5 months 12 days
Stock options
Stock-based compensation
Stock awards vesting period					6 months
Options granted (in shares)					12,500	43,342
Options granted, grant date fair value					$ 1.77
Options exercised (in shares)								0
Vesting period						3 years
Stock options \| Minimum
Stock-based compensation
Options granted, grant date fair value						$ 6.32
Stock options \| Maximum
Stock-based compensation
Options granted, grant date fair value						$ 10.98
Stock options \| Options Vesting On Third Anniversary Of Grant
Stock-based compensation
Options granted (in shares)						25,633
Restricted Stock Units (RSUs)
Stock-based compensation
Stock awards vesting period			3 years
Restricted Stock Units, Granted			17,133		12,500
Restricted stock units, grant date fair value			$ 13.50
Vesting period					6 months
Shares forfeited					7,251		300
Additional shares forfeited					7,077
Granted					$ 2.28
2018 Plan
Stock-based compensation
Number of additional shares authorized	160,000	60,000
Number of shares reserved for issuance				204,000
Life of stock option awards granted				10 years
2018 Plan \| Minimum
Stock-based compensation
Stock awards vesting period				1 year
2018 Plan \| Maximum
Stock-based compensation
Stock awards vesting period				4 years
Inducement Plan
Stock-based compensation
Number of authorized shares					8,000			8,000	13,333
Number of shares reserved for issuance					5,333			5,333

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 11, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-50626
Entity Registrant Name	Cyclacel Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	91-1707622
Entity Address, Address Line One	200 Connell Drive
Entity Address, Address Line Two	Suite 1500
Entity Address, City or Town	Berkeley Heights
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07922
City Area Code	908
Local Phone Number	517-7330
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,287,205
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001130166
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CYCC
Security Exchange Name	NASDAQ
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, $0.001 par value
Trading Symbol	CYCCP
Security Exchange Name	NASDAQ

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

9. Stock Based Compensation

ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period which, for the Company, is the period between the grant date and the date the award vests or becomes exercisable. The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeitures are recognized in the periods when they occur.

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and nine months ended September 30, 2024 and 2023 as shown in the following table (in $000s):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative	$	101	$	279	$	421	$	801
Research and development		6	$	111		78		350
Stock-based compensation costs	$	107	$	390	$	499	$	1,151

2018 Plan

In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan replaced the 2015 Equity Incentive Plan (the “2015 Plan”).

The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.

On June 21, 2024, the Company’s stockholders approved an additional 160,000 shares of common stock that may be issued under the 2018 Plan. On June 13, 2023, the Company’s stockholders approved an additional 60,000 shares of common stock that may be issued under the 2018 Plan. As of June 30, 2024, the Company has reserved approximately 204,000 shares of the Company’s common stock under the 2018 Plan for future issuances. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant.

2020 Inducement Equity Incentive Plan

In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to 13,333 shares of the Company’s common stock (or the equivalent of such number). As of September 30, 2024, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares.

Option Grants and Exercises

There were 12,500 options granted during the nine months ended September 30, 2024, all issued under the 2018 Plan. These options had a grant date fair value of $1.77 per option. There were 43,342 options granted during the nine months ended September 30, 2023. These options had a grant date fair value ranging between $6.32-$10.98 per option.

All of the options granted during the nine months ended September 30, 2024 shall vest six months from their date of grant. Of the options granted during the nine months ended September 30, 2023, 25,633 awards shall vest on the third anniversary of their date of grant, or earlier if either of the certain performance conditions are met relating to enrollment goals for various clinical studies. The Company has assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time.

The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions:



	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023
Expected term (years)	6	5 - 6
Risk free interest rate	3.995%	3.660% – 4.050%
Volatility	93%	89% – 92%
Expected dividend yield over expected term	0.00%	0.00%
Resulting weighted average grant date fair value	$1.77	$6.63

There were no stock options exercised during each of the nine months ended September 30, 2024 and 2023, respectively. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income.

As of September 30, 2024, the total remaining unrecognized compensation cost related to the non-vested awards with service conditions amounted to approximately $0.2 million, which will be amortized over the weighted-average remaining requisite service period of 1.45 years.

Outstanding Options

A summary of the share option activity and related information is as follows:


				Weighted
		Weighted		Average
	Number of	Average		Remaining	Aggregate
	Options	Exercise		Contractual	Intrinsic
	Outstanding	Price Per Share		Term (Years)	Value ($000)
Options outstanding at December 31, 2023	142,796	$	50.20	7.96	$	—
Granted	12,500	$	2.28	—	$	—
Exercised	—	$	—	—	$	—
Cancelled/forfeited	(36,307)	$	51.78	—	$	—
Options outstanding at September 30, 2024	118,989	$	44.31	7.46	$	—

Unvested at September 30, 2024	20,273	$	14.00	8.53	$	—
Vested and exercisable at September 30, 2024	98,716	$	50.54	7.24	$	—

Restricted Stock Units

The Company issued 12,500 restricted stock units during the nine months ended September 30, 2024. These restricted stock units vest monthly over a six-month service period. These restricted stock units were valued at $2.28 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

A total of 17,133 restricted stock units issued in January 2023 vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met. A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time. Each of these restricted stock units was valued at $13.50 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. During 2023, 300 of these restricted stock units were forfeited as the recipient voluntarily terminated employment with the Company. Through September 30, 2024, an additional 7,077 of these restricted stock units have been forfeited due to the holders’ termination of employment with the Company.

Summarized information for restricted stock units as of September 30, 2024 is as follows:


		Weighted
		Average
	Restricted	Remaining
	Stock Units	Term
Restricted Stock Units outstanding at December 31, 2023	34,498	8.96 years
Granted	12,500
Cancelled/forfeited	(7,251)
Restricted Stock Units outstanding at September 30, 2024	39,747	8.55 years

Unvested at September 30, 2024	10,278	8.31 years

Vested at September 30, 2024	29,469	8.64 years

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in $000s):


	September 30,		December 31,
	2024		2023
Research and development tax credit receivable	$	1,248	$	2,933
Prepayments and VAT receivable		374		792
Other current assets		309		341
	$	1,931	$	4,066

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (8,160)	$ (17,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5	23
Stock-based compensation	499	1,151
Changes in lease liability	(37)	(55)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	3,129	3,364
Accounts payable, accrued and other current liabilities	(2,070)	599
Net cash used in operating activities	(6,634)	(12,202)
Investing activities:
Purchase of property, plant and equipment	0	(6)
Net cash used in investing activities	0	(6)
Financing activities:
Proceeds from issuing common stock and pre-funded warrants, net	6,209	0
Payment of preferred stock dividend	0	(151)
Net cash provided by (used) in financing activities	6,209	(151)
Effect of exchange rate changes on cash and cash equivalents	29	(42)
Net increase (decrease) in cash and cash equivalents	(396)	(12,401)
Cash and cash equivalents, beginning of period	3,378	18,345
Cash and cash equivalents, end of period	2,982	5,944
Cash received during the period for:
Interest	59	243
Research & development tax credits	3,715	4,846
Cash paid during the period for:
Taxes	2	2
Non cash financing activities:
Accrual of preferred stock dividends	$ 0	$ 50

Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation costs before income taxes	$ 107	$ 390	$ 499	$ 1,151
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation costs before income taxes	101	279	421	801
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation costs before income taxes	$ 6	$ 111	$ 78	$ 350

Accrued and Other Liabilities - Schedule of accrued and other current liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued and Other Liabilities
Accrued research and development	$ 1,616	$ 3,668
Accrued legal and professional fees	277	570
Other current liabilities	332	380
Accrued and other current liabilities	$ 2,225	$ 4,618

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,982	$ 3,378
Prepaid expenses and other current assets	1,931	4,066
Total current assets	4,913	7,444
Property and equipment, net	4	9
Right-of-use lease asset	51	93
Non-current deposits	413	1,259
Total assets	5,381	8,805
Current liabilities:
Accounts payable	4,126	3,543
Accrued and other current liabilities	2,225	4,618
Total current liabilities	6,351	8,161
Lease liability	0	37
Total liabilities	6,351	8,198
Stockholders' equity (deficit):
Common stock, $0.001 par value; 100,000,000 shares authorized at September 30, 2024 and December 31, 2023; 2,152,202 shares issued and outstanding at September 30, 2024 and 1,058,892 shares issued and outstanding at December 31, 2023	2	1
Additional paid-in capital	436,503	429,796
Accumulated other comprehensive loss	(1,033)	(908)
Accumulated deficit	(436,442)	(428,282)
Total stockholders' equity (deficit)	(970)	607
Total liabilities and stockholders' equity (deficit)	5,381	8,805
6% Convertible Exchangeable Preferred Stock
Stockholders' equity (deficit):
Preferred stock, value	0	0
Series A Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock, value	0	0
Series B Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock, value	$ 0	$ 0

Stock-Based Compensation - Schedule of Fair Value of the Stock Options Granted (Details) - Stock options - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (years)	6 years
Risk free interest rate	3.995%
Volatility	93.00%
Expected dividend yield over expected term	0.00%	0.00%
Resulting weighted average grant date fair value	$ 1.77	$ 6.63
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (years)		5 years
Risk free interest rate		3.66%
Volatility		89.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (years)		6 years
Risk free interest rate		4.05%
Volatility		92.00%

Non-Current Assets

9 Months Ended

Sep. 30, 2024

Non-Current Assets

Non-Current Assets

6. Non-Current Assets

As of September 30, 2024, the Company had non-current assets of $0.4 million, which is primarily comprised of deposits held by a contract research organization in relation to the Company’s clinical trials.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Schedule of Stock Based Compensation Expense


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative	$	101	$	279	$	421	$	801
Research and development		6	$	111		78		350
Stock-based compensation costs	$	107	$	390	$	499	$	1,151

Schedule of Fair Value of the Stock Options Granted



	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023
Expected term (years)	6	5 - 6
Risk free interest rate	3.995%	3.660% – 4.050%
Volatility	93%	89% – 92%
Expected dividend yield over expected term	0.00%	0.00%
Resulting weighted average grant date fair value	$1.77	$6.63

Schedule of Share Option Activity

A summary of the share option activity and related information is as follows:


				Weighted
		Weighted		Average
	Number of	Average		Remaining	Aggregate
	Options	Exercise		Contractual	Intrinsic
	Outstanding	Price Per Share		Term (Years)	Value ($000)
Options outstanding at December 31, 2023	142,796	$	50.20	7.96	$	—
Granted	12,500	$	2.28	—	$	—
Exercised	—	$	—	—	$	—
Cancelled/forfeited	(36,307)	$	51.78	—	$	—
Options outstanding at September 30, 2024	118,989	$	44.31	7.46	$	—

Unvested at September 30, 2024	20,273	$	14.00	8.53	$	—
Vested and exercisable at September 30, 2024	98,716	$	50.54	7.24	$	—

Schedule of Restricted Stock Units Activity


		Weighted
		Average
	Restricted	Remaining
	Stock Units	Term
Restricted Stock Units outstanding at December 31, 2023	34,498	8.96 years
Granted	12,500
Cancelled/forfeited	(7,251)
Restricted Stock Units outstanding at September 30, 2024	39,747	8.55 years

Unvested at September 30, 2024	10,278	8.31 years

Vested at September 30, 2024	29,469	8.64 years

Stock-Based Compensation - Schedule of Share Option Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Weighted Average Remaining Contractual Term (Years)
Options outstanding	7 years 11 months 15 days
Stock options
Number of Options Outstanding
Options outstanding	142,796
Granted	12,500	43,342
Cancelled/forfeited	(36,307)
Options outstanding	118,989
Unvested	20,273
Vested and exercisable	98,716
Weighted Average Exercise Price Per Share
Options outstanding	$ 50.20
Granted	2.28
Exercised	0
Cancelled/forfeited (in dollars per share)	51.78
Options outstanding	44.31
Unvested	14.00
Vested and exercisable	$ 50.54
Weighted Average Remaining Contractual Term (Years)
Options outstanding	7 years 5 months 15 days
Unvested	8 years 6 months 10 days
Vested and exercisable	7 years 2 months 26 days

Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	1 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2023	Sep. 30, 2024	Dec. 31, 2023
Number of Options Outstanding
Restricted Stock Units outstanding, Beginning balance		34,498
Granted	17,133	12,500
Cancelled/forfeited		(7,251)	(300)
Restricted Stock Units outstanding, Ending balance		39,747	34,498
Unvested		10,278
Vested		29,469
Weighted Average Grant Date Value Per Share
Restricted stock units, grant date fair value	$ 13.50
Granted		$ 2.28
Weighted Average Remaining Term
Restricted stock units, Weighted average remaining term		8 years 6 months 18 days	8 years 11 months 15 days
Unvested		8 years 3 months 21 days
Vested		8 years 7 months 20 days

Company Overview

9 Months Ended

Sep. 30, 2024

Company Overview

Company Overview

1. Company Overview

Nature of Operations

Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or the “Company”) is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation, epigenetics and mitosis control biology. Cyclacel is a pioneer company in the field of cancer cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines that can overcome resistance and ultimately increase a patient’s overall survival.

Through September 30, 2024, 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.

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Schedule of the Company's Contractual Obligations and Commitments Relating to its Facilities Leases

Remaining lease payments for both facilities are as follows (in $000s):


2024	$	16
2025		38
Thereafter		—
Total future minimum lease obligation	$	54
Less discount		(3)
Total	$	51

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,957)	$ (3,257)	$ (2,946)	$ (6,032)	$ (5,448)	$ (5,804)	$ (8,160)	$ (17,284)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Revenue (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenue (Narrative) (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue
Revenue	$ 10,000	$ 16,000	$ 43,000	$ 389,000

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (1,957)	$ (6,032)	$ (8,160)	$ (17,284)
Translation adjustment	(14,586)	8,571	(12,967)	(2,050)
Unrealized foreign exchange gain (loss) on intercompany loans	14,468	(8,642)	12,842	2,198
Comprehensive loss	$ (2,075)	$ (6,103)	$ (8,285)	$ (17,136)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Revenue

9 Months Ended

Sep. 30, 2024

Revenue

Revenue

3. Revenue

The Company recognized $10,000 and $43,000 of revenue for the three and nine months ended September 30, 2024 respectively. This revenue is related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center. Revenues recognized for the three and nine months ended September 30, 2023 were $16,000 and $389,000 respectively.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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-Topic 606
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-Section 50
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

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-Topic 606
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-URI https://asc.fasb.org//606/tableOfContent

Stockholders Equity

9 Months Ended

Sep. 30, 2024

Stockholders Equity

Stockholders Equity

10. Stockholders Equity

April 2024 Securities Purchase Agreement

On April 30, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 145,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 4,823,945 shares of common stock (the “Pre-Funded Warrants”), (iii) series A warrants to purchase up to 4,968,945 shares of common stock (the

“Series A Warrants”), and (iv) series B warrants to purchase up to 4,968,945 shares of common stock (the “Series B Warrants” and together with the Series A Warrants, the “Common Warrants”). The purchase price of each share of common stock and associated Common Warrants was $1.61 and the purchase price of each Pre-Funded Warrant and associated Common Warrants was $1.6099.

The Common Warrants are exercisable immediately upon issuance at an exercise price of $1.36 per share. The Series A Warrants will expire five and one-half years from the date of issuance and the Series B Warrants will expire eighteen months from the date of issuance. The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding common stock immediately after exercise.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 30, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the securities issued in the Private Placement.

The Private Placement closed on May 2, 2024. The gross proceeds to the Company from the Private Placement were approximately $8.0 million, before deducting placement agent fees and estimated offering expenses payable by the Company.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of April 29, 2024, between the Company and Wainwright (as amended, the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the Private Placement and (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement. In addition, the Company agreed to pay Wainwright certain expenses and issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 298,137 shares of Common Stock at an exercise price equal to $2.0125 per share. The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and a half years from the date of issuance.

In connection with this transaction, the Company was required to compensate Roth Capital Partners, LLC, pursuant to a tail provision contained in an engagement letter entered into on March 14, 2024, in an amount equal to 7.0% of the aggregate proceeds of the Private Placement plus the reimbursement of certain expenses. The Company was also required to compensate Ladenburg Thalmann & Co. Inc, pursuant to a tail provision contained in an engagement letter entered into on October 30, 2023, in an amount equal to 8.0% of the aggregate proceeds of the Private Placement.

Each of the instruments issued in the Private Placement have been classified and recorded as part of shareholders’ equity (deficit). The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:


	Allocated Amount
Common shares	$72,108
Prefunded warrants	2,398,831
Common warrants	3,819,274
Net proceeds	$6,290,213

The aggregate fair value of the Placement Agent Warrants was $609,179. These have been accounted for as a direct cost of the Private Placement, resulting in no net effect to overall shareholders’ equity (deficit).

In determining the fair values of the Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:

	Pre-Funded Warrants	Common Warrants	Placement Agent Warrants
Expected volatility	100%	103% - 121%	103%
Contractual term	1 year	1½ - 5½ years	5½ years
Risk-free interest rate	5.51%	4.57% - 5.51%	4.57%
Expected dividend yield	0%	0%	0%

The fair value of the common shares was determined using the closing price of the Company’s common stock as of May 2, 2024, which is the date that the Private Placement closed.

December 2023 Registered Direct Offering Securities Purchase Agreement

On December 21, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (“Purchasers”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (“Registered Direct Offering”) 168,500 shares (“Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 219,700 shares of Common Stock. The Pre-Funded Warrants have an exercise price of $0.001 per share and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each Share is being sold at an offering price of $3.315 and each Pre-Funded Warrant is being sold at an offering price of $3.314 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant). The Pre-Funded Warrants have been included in the calculation of basic and diluted loss per share for all periods outstanding.

Pursuant to the Securities Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), the Company also agreed to issue to the Purchasers unregistered warrants (“Common Warrants”) to purchase up to 388,200 shares of Common Stock. Each Common Warrant has an exercise price of $3.19 per share, is exercisable immediately following their original issuance and will expire seven years from the original issuance date. The closing of the offering occurred on December 26, 2023, and the net proceeds to the Company were approximately $1.0 million, after deducting placement agent fees and other offering expenses payable by the Company.

On December 21, 2023, in a separate concurrent insider private placement (the “Insider Private Placement”), the Company also entered into a Securities Purchase Agreement with certain of its executive officers (the “Insider Securities Purchase Agreement”) pursuant to which the Company agreed to sell in a private placement (i) 6,070 shares of Common Stock and warrants to purchase 6,070 shares of Common Stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Spiro Rombotis, the Company’s Chief Executive Officer, and (ii) 1,886 shares of Common Stock and warrants to purchase 1,886 shares of Common Stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Paul McBarron, the Company’s Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer. Each such share of Common Stock and accompanying warrant was sold at a purchase price of $3.315, which was the same purchase price for the Shares sold in the Registered Direct Offering.

Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) acted as the exclusive placement agent for the Offerings, pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated December 21, 2023, by and between the Company and the Placement Agent.

Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash placement fee equal to 8.0% of the aggregate gross proceeds raised in the Offerings from sales arranged for by the Placement Agent. Subject to certain conditions, the Company also agreed to reimburse all reasonable travel and other out-of-pocket expenses of the Placement Agent in connection with the Offerings, including but not limited to legal fees, up to a maximum of $85,000. In addition, the Placement Agent also received warrants that have substantially the same terms as the Warrants issued in the concurrent private placement to the Purchasers in the Offerings to purchase that number of shares of Common Stock

equal to 6.0% of the aggregate number of shares of Common Stock and Prefunded Warrants sold in the Offerings, or an aggregate of 23,769 shares of Common Stock, at an exercise price of $4.14375 per share (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable immediately following the date of issuance and will expire five years from issuance. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The Company has agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the Placement Agency Agreement, or to contribute to payments that the Placement Agent may be required to make in respect of those liabilities.

Each of the instruments issued in the Offerings and the Insider Private Placement have been classified and recorded as part of shareholders’ equity (deficit). The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:

The aggregate fair value of the Placement Agent Warrants was $47,000. These have been accounted for as a direct cost of the Offerings and Inside Private Placement, resulting in no net effect to overall shareholders’ equity (deficit).

In determining the fair values of the Pre-Funded Warrants, Regular Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:

The fair value of the common shares was determined using the closing price of the Company’s common stock as of December 26, 2023, which is the date that the Offerings and the Insider Private Placement closed.

August 2021 Controlled Equity Offering Sales Agreement

On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which the Company could issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50.0 million through Cantor as the sales agent. Cantor could sell the Company’s common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act.

On August 12, 2022, the Company became aware that the shelf registration statement on Form S-3 (file number 333-231923) (the “Registration Statement”) associated with this Sales Agreement had expired on June 21, 2022. Prior to becoming aware of the expiration, the Company sold an aggregate of 132,473 shares of its common stock at the market price, following the expiration of the Registration Statement and through August 12, 2022, for aggregate proceeds of approximately $2,721,187. There was no sale of shares post August 12, 2022. The sale of these shares was subject to potential rescission rights by certain shareholders. As a result of these potential rescission rights, the Company reclassified 207,807 shares (including 75,333 shares sold for which the Company did not receive any proceeds), with an aggregate purchase price of $4,494,496 of its common as stock outside stockholders’ equity (deficit) through the expiration date of those rescission rights in August 2023. These shares were treated as issued and outstanding for purposes of calculating basic and diluted loss per share in the three and nine months ended September 30, 2023. The

rescission rights for these shares have lapsed and the shares were reclassified back to permanent equity. There have been no claims or demands to exercise such rights.

On August 15, 2022, due to expiry of the Registration Statement, the Sales Agreement was mutually terminated. A total of 218,738 shares, for gross proceeds of approximately $7.6 million, had been sold pursuant to the Sales Agreement.

Warrants

April 2024 Warrants

As of September 30, 2024, warrants to purchase a total of 14,718,027 shares of common stock issued pursuant to a securities purchase agreement in a April 2024 financing transaction (the “April 2024 Securities Purchase Agreement”) remained outstanding. A total of 15,059,972 warrants were issued in pursuant to the April 2024 Securities Purchase Agreement. This consisted of i) pre-funded warrants to purchase 4,823,945 of common stock, exercisable immediately from the date of issuance, and with no expiry date, at an exercise price of $0.0001 per warrant share, ii) series A warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $1.36 per warrant share, iii) series B warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of eighteen months after the date of issuance, at an exercise price of $1.36 per warrant share. A further 298,137 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $2.0125 per warrant share.

A total of 688,945 pre-funded warrants were exercised during the nine months ended September 30, 2024.

December 2023 Warrants

As of September 30, 2024, warrants to purchase a total of 419,925 shares of common stock issued pursuant to a securities purchase agreement in a December 2023 financing transaction remained outstanding. A total of 396,156 warrants, including 7,956 warrants issued in a concurrent private placement, are exercisable immediately from the date of issuance for a period of seven years after the date of issuance, at an exercise price of $3.19 per warrant share. A further 23,769 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five years after the date of issuance, at an exercise price of $4.14375 per warrant share.

There were no exercises of these warrants during the nine months ended September 30, 2024.

December 2020 Warrants

As of September 30, 2024, warrants to purchase 44,657 shares of common stock issued pursuant to a securities purchase agreement in a December 2020 financing transaction remained outstanding (the “December 2020 Securities Purchase Agreement”). Each warrant shall be exercisable beginning on the 12-month anniversary of the date of issuance for a period of five years after the date of issuance, at an exercise price of $61.95 per warrant share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the warrants. The warrants may be exercised on a “cashless” basis.

There were no exercises of these warrants during the nine months ended September 30, 2024 or September 30, 2023.

April 2020 Warrants

As of September 30, 2024, 146,000 warrants issued pursuant to a securities purchase agreement in connection with an April 2020 equity financing remained outstanding, each with an exercise price of $75.00. The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of

stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance. A common warrant to purchase one share of common stock was issued for every share of common stock purchased in this offering.

The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days prior notice from the holder to the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, the Company will round down to the next whole share.

There were no exercises of these warrants during the nine months ended September 30, 2024 or September 30, 2023.

Series B Preferred Stock

A total of 237,745 shares of the Company’s Series B Preferred Stock were issued pursuant to a December 2020 Securities Purchase Agreement. Each share of Series B Preferred Stock was initially convertible into one third (1/3) share of common stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation.

Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will 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, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized shares of Series B Preferred Stock, (e) pay certain dividends or (f) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. The Purchaser may convert shares of Series B Preferred Stock through a conversion into shares of common stock if and solely to the extent that such conversion would not result in the Purchaser beneficially owning in excess of 9.99% of then-outstanding common stock or aggregate voting power of the Company (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain outstanding as Series B Preferred Stock.

During the year ended December 31, 2023, 118,745 shares of Series B Preferred Stock were converted, at the option of the holder, into 39,582 shares of common stock. During the nine months ended September 30, 2024, the remaining 119,000 shares of Series B Preferred Stock were converted, at the option of the holder, into 39,667 shares of common stock.

Series A Preferred Stock

A total of 8,872 shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering. 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 $600.00 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.

As of September 30, 2024 and December 31, 2023, 264 shares of the Series A Preferred Stock remain issued and outstanding. The 264 shares of Series A Preferred Stock issued and outstanding at September 30, 2024, are convertible into 440 shares of common stock.

In the event of a liquidation, the holders of shares 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 Series A Preferred Stock.

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, or 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 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.

The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution.

6% Convertible Exchangeable Preferred Stock

As of September 30, 2024, there were 335,273 shares of the Company’s 6% Convertible Exchangeable Preferred Stock (the “6% Preferred Stock”) issued and outstanding at an issue price of $10.00 per share. Dividends on the 6% Preferred Stock are cumulative from the date of original issuance at the annual rate of 6% of the liquidation preference of the 6% Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s board of directors and must come from funds that are legally available for dividend payments. The 6% Preferred Stock has a liquidation preference of $10.00 per share, plus accrued and unpaid dividends. As of September 30, 2024, there were no accrued and unpaid dividends.

The Company may automatically convert the 6% Preferred Stock into common stock if the per share closing price of the Company’s common stock has exceeded $888,300, which is 150% of the conversion price of the 6% Preferred Stock, for at least 20 trading days during any 30 day trading period, ending within five trading days prior to notice of automatic conversion.

The 6% Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances.

The Company may, at its option, redeem the 6% Preferred Stock in whole or in part, out of funds legally available at the redemption price of $10.00 per share.

The 6% Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005 (the “Exchange Date”) for the Company’s 6% Convertible Subordinated Debentures (the “Debentures”) at the rate of $10.00 principal amount of Debentures for each share of 6% Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have substantially similar terms to those of the 6% Preferred Stock. No such exchanges have taken place to date.

The entire disclosure for equity.

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