On April 14, 2020 Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, reported that effective at 5:00 p.m., Eastern Time, on April 14, 2020 (the "Effective Time"), the Company will effect a one-for-twenty reverse stock split of its outstanding common stock (Press release, Cyclacel, APR 14, 2020, View Source [SID1234556302]). The reverse stock split, which was unanimously approved by the Company’s Board of Directors, was approved by its stockholders at a Special Meeting of Stockholders held on October 28, 2019. The Company’s common stock will open for trading on The NASDAQ Capital Market on April 15, 2020 on a post-split basis.
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As a result of the reverse stock split, every twenty shares of the Company’s common stock issued and outstanding at the Effective Time will be consolidated into one issued and outstanding share. No fractional shares of common stock will be issued as a result of the reverse stock split; stockholders will be paid cash in lieu of any such fractional shares. Proportional adjustments will be made to Cyclacel’s outstanding warrants and stock options. The Company’s authorized shares and the nominal par value per share of $0.001 will remain unchanged.
In addition, upon the effectiveness of the reverse stock split, the conversion of Cyclacel’s outstanding 6% convertible exchangeable preferred stock and series A convertible preferred stock will be adjusted proportionally and automatically in accordance with the terms of the Company’s Certificate of the Powers, Designations, Preferences and Rights of the 6% Convertible Exchangeable Preferred Stock and Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, respectively.
The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. Trading of the Company’s common stock on The NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Wednesday, April 15, 2020, under the existing trading symbol "CYCC" and under a new CUSIP number 23254L603. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 17.2 million pre-reverse split shares to approximately 860,000 post-reverse split shares.
Information for Stockholders
The Company has retained its transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), to act as its exchange agent for the reverse stock split. AST will provide stockholders of record as of the Effective Time a letter of transmittal providing instructions for the exchange of their stock certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. For more information regarding the reverse stock split, please refer to the Company’s definitive proxy statement for its most recently held annual meeting of stockholders which can be accessed through Cyclacel’s website at View Source