Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2009
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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0-50626 |
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91-1707622 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey
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07922 |
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(Zip Code) |
Registrant’s telephone number, including area code: (908) 517-7330
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| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing. |
On October 27, 2009, Cyclacel Pharmaceuticals, Inc. (the “Company”) received a deficiency letter from The
NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that for the last 30 consecutive business days the bid
price of the Company’s securities had closed below $1.00 per share, the minimum closing bid price required by the
continued listing requirements of NASDAQ set forth in NASDAQ Marketplace Rule 5450(a)(1) (the “Rule”).
In accordance with Marketplace Rule 5810(c)(3)(A), the Company has been given a grace period of 180 calendar days,
or until April 26, 2010, to regain compliance with the Rule. To regain compliance, the closing bid price of the
Company’s securities must meet or exceed $1.00 per share for at least ten consecutive business days. If the Company
does not regain compliance with the Rule by April 26, 2010, NASDAQ will provide written notification to the Company
indicating that its securities may be delisted from The NASDAQ Global Market. Alternatively, the Company may be
eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for
The NASDAQ Capital Market.
On October 30, 2009, the Company issued a press release announcing its receipt of NASDAQ’s deficiency letter. A
copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibit is furnished herewith:
99.1 Press release, dated October 30, 2009
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
CYCLACEL PHARMACEUTICALS, INC.
By: /s/ Paul McBarron
Name: Paul McBarron
Title: Executive Vice President — Finance,
Chief Financial Officer and Chief
Operating Officer
Date: October 30, 2009
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EXHIBIT INDEX
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Description |
99.1
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Press release, dated October 30, 2009 |
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Exhibit 99.1
Exhibit 99.1
Cyclacel Pharmaceuticals, Inc.
CYCLACEL PHARMACEUTICALS RECEIVES DEFICIENCY NOTICE FROM
NASDAQ GLOBAL SELECT MARKET
Berkeley Heights, NJ, October 30, 2009 — Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ:
CYCCP; “Cyclacel” or the “Company”) announced today that it received a Nasdaq Staff Deficiency
Letter on October 27, 2009 indicating that the Company fails to comply with the minimum bid price
requirement for continued listing set forth in Marketplace Rule 5450(a)(1). The letter gives
Cyclacel notice that the Company’s bid price of its common stock has closed under $1.00 for the
last 30 business days.
The Nasdaq notice has no effect on the listing of the Company’s common stock at this time. Pursuant
to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days,
or until April 26, 2010, to regain compliance. The letter states the Nasdaq staff will provide
written notification that the Company has achieved compliance with Rule 5450(a)(1) if at any time
before April 26, 2010, the bid price of the Company’s common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days.
If the Company cannot demonstrate compliance with Rule 5450(a)(1) by April 26, 2010, it may
transfer its listing to The Nasdaq Capital Market if it meets the initial listing criteria set
forth in Nasdaq Marketplace Rule 5505, except for the bid price requirement. In that case, it may
have an additional 180 calendar day compliance period in which to comply with the minimum bid price
requirement. The Company currently meets these initial listing criteria. Otherwise, the Nasdaq
staff may begin the process to have the Company’s securities delisted. At that time, the Company
may appeal the Nasdaq staff’s determination to delist its securities to a Listing Qualifications
Panel.
About Cyclacel Pharmaceuticals, Inc.
Cyclacel is a diversified biopharmaceutical company dedicated to the discovery, development and
commercialization of novel, mechanism-targeted drugs to treat human cancers and other serious
disorders. Sapacitabine, a cell cycle modulating nucleoside analog, is in Phase 2 studies for the
treatment of acute myeloid leukemia in the elderly, myelodysplastic syndromes and lung cancer and
in Phase 1 in combination with seliciclib. Seliciclib, a CDK (cyclin dependent kinase) inhibitor,
is in Phase 2 for the treatment of lung and nasopharyngeal cancer. CYC116, an Aurora kinase and
VEGFR2 inhibitor, is in Phase 1 in patients with solid tumors. Cyclacel’s ALIGN Pharmaceuticals
subsidiary markets directly in the U.S. Xclair® Cream for radiation dermatitis, Numoisyn® Liquid
and Numoisyn® Lozenges for xerostomia. Cyclacel’s strategy is to build a diversified
biopharmaceutical business focused in hematology and oncology based on a portfolio of commercial
products and a development pipeline of novel drug candidates. Please visit www.cyclacel.com
for additional information.
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200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922 USA T: +1 (908) 517 7330 F: +1 (866) 271 3466 |
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Dundee Technopole, James Lindsay Place, Dundee, DD1 5JJ, UK Tel +44 1382 206 062 Fax +44 1382 206 067 |
www.cyclacel.com — info@cyclacel.com
Risk factors
This news release contains certain forward-looking statements that involve risks and uncertainties
that could cause actual results to be materially different from historical results or from any
future results expressed or implied by such forward-looking statements. Such forward-looking
statements include statements regarding, among other things, the efficacy, safety, and intended
utilization of Cyclacel’s product candidates, the conduct and results of future clinical trials,
plans regarding regulatory filings, future research and clinical trials and plans regarding
partnering activities. Factors that may cause actual results to differ materially include the risk
that product candidates that appeared promising in early research and clinical trials do not
demonstrate safety and/or efficacy in larger-scale or later clinical trials, the risk that Cyclacel
will not obtain approval to market its products, the risks associated with reliance on outside
financing to meet capital requirements, and the risks associated with reliance on collaborative
partners for further clinical trials, development and commercialization of product candidates. You
are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,”
“believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,”
“continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable
words to be uncertain and forward-looking. These factors and others are more fully discussed under
“Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2008, as
supplemented by the interim quarterly reports, filed with the SEC.
Contacts for Cyclacel Pharmaceuticals, Inc.
Investors/Media:
Corey Sohmer, (908) 517-7330
csohmer@cyclacel.com
© Copyright 2009 Cyclacel Pharmaceuticals, Inc. All Rights Reserved. The Cyclacel logo and
Cyclacel® are trademarks of Cyclacel Pharmaceuticals, Inc. Numoisyn® and Xclair® are trademarks
of Sinclair Pharma plc.
SOURCE: Cyclacel Pharmaceuticals, Inc.
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