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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on March 27, 2024, Cyclacel Pharmaceuticals, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company reported stockholders’ equity of less than $2.5 million as of December 31, 2023. The company’s stockholders’ equity was $607,000 as of December 31, 2023.
In response to the Notice, the Company timely submitted materials to the Staff for review on May 13 and 16, 2024 (the “Submission”) explaining that on May 2, 2024, the Company completed an equity raise receiving net proceeds of approximately $6.3 million and confirming that as of the date of the Submission, the Company believed it complied with the Equity Rule. Furthermore, the Company stated that it expected to maintain compliance with the Equity Rule through the exercise of certain outstanding warrants for up to $4 million during the three-month period ended June 30, 2024. Subsequently, on August 14, 2024, the Company filed its Form 10-Q for the period ended June 30, 2024, which reported stockholders’ equity of $999,000, and disclosed that there was no exercise of warrants during the period then ended, or any other subsequent events that resulted in compliance with the Equity Rule.
On August 22, 2024, the Company received a subsequent notice from the Staff stating that the Company is not in compliance with the Equity Rule because the Company reported stockholders’ equity of less than $2.5 million as of June 30, 2024.
As such, the Staff has determined that the Company did not evidence its ability to achieve near term compliance with the Equity Rule or sustain such compliance over an extended period of time. Accordingly, unless the Company requests an appeal of the Staff’s determination by August 29, 2024, trading of the Company’s common stock and preferred stock will be suspended at the opening of business on September 3, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company’s management is reviewing its options to address the noncompliance and expects to request an appeal of the Staff’s determination and submit a hearing request to the Nasdaq Hearings Panel (the “Panel”) on or before the August 29, 2024 deadline, which request will stay any delisting action by the Staff until the hearing process has concluded. However, there can be no assurance that a hearing with the Panel will be successful or, if the Panel determines to continue the Company’s listing, that the Company will be able to satisfy the continued listing criteria subsequent to the hearing.
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 |
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Date: August 26, 2024