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Cyclacel Pharmaceuticals , Inc. (NASDAQ:CYCC), a biopharmaceutical company trading at $0.28 per share with a market capitalization of approximately $58 million, announced today that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, effectively increasing its authorized common stock from 250 million to 600 million shares, as per the SEC filing on April 25, 2025. This amendment, which took effect immediately upon filing, does not alter the number of issued and outstanding shares but allows for future issuances. According to InvestingPro data, the stock has experienced significant volatility, declining over 72% in the past six months.
In conjunction with this change, Cyclacel also filed an Amended and Restated Certificate of Designations for its Series E Convertible Preferred Stock. This amendment removes the previous ownership limitation that restricted conversion and voting to avoid exceeding certain thresholds without stockholder approval under Nasdaq rules. Now, Series E Convertible Preferred Stock can be converted and voted without regard to these limitations. The company’s financial health metrics from InvestingPro indicate challenges, with a current ratio of 0.59 suggesting short-term liquidity concerns.
The adjustments to the company’s capital structure follow approval from both the Board of Directors and the majority stockholder, as detailed in a Definitive Information Statement filed on April 3, 2025. The expansion in authorized shares provides Cyclacel with increased flexibility for potential future corporate needs, which may include financing activities, stock dividends, or other corporate purposes.
The actions reflect administrative changes to Cyclacel’s capital arrangements and do not impact the current stockholders’ equity percentage, except for potential dilution effects if new shares are issued. The news offers a glimpse into the company’s strategic planning, ensuring it has the capacity to support growth initiatives and potential market opportunities. InvestingPro analysis reveals 13 additional key insights about Cyclacel’s financial position and market performance, available exclusively to subscribers through comprehensive Pro Research Reports, which transform complex Wall Street data into actionable intelligence for smarter investing decisions.
Investors and interested parties can find further details in the exhibits attached to the SEC filing, which include the Certificate of Amendment and the Amended and Restated Certificate of Designation for the Series E Preferred Stock. This information is based on a press release statement.
In other recent news, Cyclacel Pharmaceuticals has declared a quarterly cash dividend of $0.15 per share on its 6% Convertible Exchangeable Preferred Stock, scheduled for payment on May 1, 2025. This decision follows a comprehensive financial analysis by the company’s Board of Directors, indicating a strong financial position to support the dividend payout. In a strategic move, Cyclacel Pharmaceuticals has also completed the acquisition of cancer drug assets, specifically those related to Plogosertib, from its UK subsidiary, Cyclacel Limited, which is undergoing liquidation. The acquisition includes patent rights, aligning with the company’s focus on cancer therapeutics.
Additionally, Cyclacel Pharmaceuticals has amended a securities purchase agreement with its interim CEO, David Lazar, introducing a revised purchase price mechanism and a six-month lock-up period for shares acquired in private placements. The company has further adjusted its corporate structure by removing ownership limitations on its Series C and Series D Convertible Preferred Stock and increasing its authorized common stock from 100 million to 250 million shares. These changes are designed to provide flexibility for future financing and investments.
Furthermore, as part of its operational streamlining, Cyclacel has placed its UK subsidiary into voluntary liquidation, focusing its efforts on developing Plogosertib and potentially increasing stockholders’ equity by approximately $5.6 million. The recent developments are outlined in the company’s filings with the U.S. Securities and Exchange Commission, reflecting Cyclacel’s ongoing strategic adjustments and financial maneuvers.
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